UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2003
or
[ ] | TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission | Registrant, State of Incorporation, | I.R.S. Employer | |||
File Number | Address and Telephone Number | Identification Number | |||
0-33207 | GREAT PLAINS ENERGY INCORPORATED | 43-1916803 | |||
(A Missouri Corporation) | |||||
1201 Walnut Street | |||||
Kansas City, Missouri 64106 | |||||
(816) 556-2200 | |||||
www.greatplainsenergy.com | |||||
1-707 | KANSAS CITY POWER & LIGHT COMPANY | 44-0308720 | |||
(A Missouri Corporation) | |||||
1201 Walnut Street | |||||
Kansas City, Missouri 64106 | |||||
(816) 556-2200 | |||||
www.kcpl.com |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _
Indicated by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Great Plains Energy Incorporated Yes X No _ Kansas City Power & Light Company Yes _ No X
As of August 12, 2003, the number of shares outstanding of (i) Great Plains Energys common stock was 69,193,057 and (ii) Kansas City Power and Light Companys common stock was one, which was held by Great Plains Energy.
Great Plains Energy Incorporated and Kansas City Power & Light Company separately file this combined Quarterly Report on Form 10-Q. Information contained herein relating to an individual registrant and its subsidiaries is filed by such registrant on its own behalf. Each registrant makes representations only as to information relating to itself and its subsidiaries.
The terms Great Plains Energy, Company, KCP&L, and consolidated KCP&L are used throughout this report. Great Plains Energy and the Company refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated. KCP&L refers to Kansas City Power & Light Company, and consolidated KCP&L refers to KCP&L and its consolidated subsidiaries.
This report should be read in its entirety. No one section of the report deals with all aspects of the subject matter.
Statements made in this report that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the registrants are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include:
o | future economic conditions in the regional, national and international markets | ||
o | market perception of the energy industry and the Company | ||
o | changes in business strategy, operations or development plans | ||
o | state and federal legislative and regulatory actions or developments, including deregulation, re- | ||
regulation and restructuring of the electric utility industry and constraints placed on the Company´s | |||
actions by the Public Utility Holding Company Act of 1935 | |||
o | adverse changes in applicable laws, regulations, rules, principles or practices governing tax, | ||
accounting and environmental matters including, but not limited to , air quality | |||
o | financial market conditions including, but not limited to, changes in interest rates and in availability and cost of capital | ||
o | ability to maintain current credit ratings | ||
o | inflation rates | ||
o | effectiveness of risk management policies and procedures and the ability of counterparties to satisfy | ||
their contractual commitments | |||
o | impact of terrorist acts | ||
o | increased competition including, but not limited to, retail choice in the electric utility industry and the | ||
entry of new competitors | |||
o | ability to carry out marketing and sales plans | ||
o | weather conditions including weather-related damage | ||
o | cost and availability of fuel | ||
o | ability to achieve generation planning goals and the occurrence of unplanned generation outages | ||
o | delays in the anticipated in-service dates of additional generating capacity | ||
o | nuclear operations | ||
o | ability to enter new markets successfully and capitalize on growth opportunities in non-regulated | ||
businesses | |||
o | performance of projects undertaken by our non-regulated businesses and the success of efforts to | ||
invest in and develop new opportunities, and | |||
o | other risks and uncertainties. |
This list of factors is not all-inclusive because it is not possible to predict all factors.
2
The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report:
Abbreviation or Acronym | Definition | ||
---|---|---|---|
35 Act | Public Utility Holding Company Act of 1935 | ||
ARB | Accounting Research Bulletin | ||
CO2 | Carbon Dioxide | ||
COLI | Corporate Owned Life Insurance | ||
Clean Air Act | Clean Air Act Amendments of 1990 | ||
Compact | Central Interstate Low-Level Radioactive Waste Compact | ||
Company | Great Plains Energy Incorporated and its subsidiaries | ||
Consolidated KCP&L | KCP&L and its subsidiary HSS | ||
DTI | DTI Holdings, Inc. and its subsidiaries Digital Teleport, Inc. | ||
and Digital Teleport of Virginia, Inc. | |||
Digital Teleport | Digital Teleport, Inc. | ||
EIRR | Environmental Improvement Revenue Refunding | ||
EPA | Environmental Protection Agency | ||
EPS | Earnings per share | ||
ERISA | Employee Retirement Income Security Act of 1974 | ||
FASB | Financial Accounting Standards Board | ||
FERC | Federal Energy Regulatory Commission | ||
GPP | Great Plains Power Incorporated, a wholly-owned subsidiary | ||
of Great Plains Energy | |||
Great Plains Energy | Great Plains Energy Incorporated and its subsidiaries | ||
HSS | Home Service Solutions Inc., a wholly-owned subsidiary of KCP&L | ||
Holdings | DTI Holdings, Inc. | ||
IEC | Innovative Energy Consultants Inc., a wholly-owned subsidiary | ||
of Great Plains Energy | |||
IRS | Internal Revenue Service | ||
ISO | Independent Service Operator | ||
KCC | The State Corporation Commission of the State of Kansas | ||
KCP&L | Kansas City Power & Light Company, a wholly-owned subsidiary | ||
of Great Plains Energy | |||
KLT Gas | KLT Gas Inc., a wholly-owned subsidiary of KLT Inc. | ||
KLT Energy Services | KLT Energy Services Inc., a wholly-owned subsidiary of KLT Inc. | ||
KLT Inc. | KLT Inc., a wholly-owned subsidiary of Great Plains Energy | ||
KLT Investments | KLT Investments Inc., a wholly-owned subsidiary of KLT Inc. | ||
KLT Telecom | KLT Telecom Inc., a wholly-owned subsidiary of KLT Inc. | ||
MAC | Material Adverse Change | ||
MACT | Maximum Achievable Control Technology | ||
MISO | Midwest Independent System Operator | ||
MPSC | Missouri Public Service Commission | ||
MWh | Megawatt hour | ||
NEIL | Nuclear Electric Insurance Limited | ||
NOx | Nitrogen Oxide | ||
NRC | Nuclear Regulatory Commission | ||
OCI | Other Comprehensive Income | ||
RSAE | R.S. Andrews Enterprises, Inc., a subsidiary of HSS | ||
RTO | Regional Transmission Organization |
3
Abbreviation or Acronym | Definition | ||
---|---|---|---|
Receivables Company | Kansas City Power & Light Receivables Company, a wholly-owned | ||
subsidiary of KCP&L | |||
SEC | Securities and Exchange Commission | ||
SPP | Southwest Power Pool, Inc. | ||
SFAS | Statement of Financial Accounting Standards | ||
Strategic Energy | Strategic Energy, L.L.C., a subsidiary of KLT Energy Services | ||
WCNOC | Wolf Creek Nuclear Operating Corporation | ||
Wolf Creek | Wolf Creek Nuclear Operating Station | ||
Worry Free | Worry Free Service, Inc., a wholly-owned subsidiary of HSS |
4
PART I FINANCIAL
INFORMATION
Item 1. Consolidated
Financial Statements
GREAT PLAINS ENERGY
Consolidated Balance
Sheets
(Unaudited)
June 30 | December 31 | |||||||
---|---|---|---|---|---|---|---|---|
2003 | 2002 | |||||||
(thousands) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 78,005 | $ | 65,294 | ||||
Restricted cash | 88,491 | - | ||||||
Receivables | 208,217 | 197,845 | ||||||
Fuel inventories, at average cost | 25,352 | 21,311 | ||||||
Materials and supplies, at average cost | 55,630 | 50,800 | ||||||
Deferred income taxes | 5,303 | 3,233 | ||||||
Assets of discontinued operations | - | 38,298 | ||||||
Other | 28,536 | 16,619 | ||||||
Total | 489,534 | 393,400 | ||||||
Nonutility Property and Investments | ||||||||
Affordable housing limited partnerships | 64,429 | 68,644 | ||||||
Gas property and investments | 43,552 | 45,419 | ||||||
Nuclear decommissioning trust fund | 69,124 | 63,283 | ||||||
Other | 42,767 | 55,520 | ||||||
Total | 219,872 | 232,866 | ||||||
Utility Plant, at Original Cost | ||||||||
Electric | 4,503,008 | 4,428,433 | ||||||
Less-accumulated depreciation | 1,963,014 | 1,885,389 | ||||||
Net utility plant in service | 2,539,994 | 2,543,044 | ||||||
Construction work in progress | 47,800 | 39,519 | ||||||
Nuclear fuel, net of amortization of $128,977 and $121,951 | 31,904 | 21,506 | ||||||
Total | 2,619,698 | 2,604,069 | ||||||
Deferred Charges | ||||||||
Regulatory assets | 143,286 | 128,901 | ||||||
Prepaid pension costs | 84,332 | 85,945 | ||||||
Goodwill | 26,105 | 26,106 | ||||||
Other deferred charges | 39,358 | 35,452 | ||||||
Total | 293,081 | 276,404 | ||||||
Total | $ | 3,622,185 | $ | 3,506,739 | ||||
LIABILITIES AND CAPITALIZATION | ||||||||
Current Liabilities | ||||||||
Notes payable | $ | 136,200 | $ | 21,079 | ||||
Commercial paper | 16,700 | - | ||||||
Current maturities of long-term debt | 4,754 | 133,181 | ||||||
EIRR bonds classified as current | 81,000 | 81,000 | ||||||
Accounts payable | 204,504 | 172,319 | ||||||
Accrued taxes | 13,463 | 29,238 | ||||||
Accrued interest | 12,006 | 16,121 | ||||||
Accrued payroll and vacations | 23,030 | 27,053 | ||||||
Accrued refueling outage costs | 13,598 | 8,292 | ||||||
Supplier collateral | 88,491 | - | ||||||
Liabilities of discontinued operations | - | 34,232 | ||||||
Other | 29,844 | 29,071 | ||||||
Total | 623,590 | 551,586 | ||||||
Deferred Credits and Other Liabilities | ||||||||
Deferred income taxes | 600,682 | 602,907 | ||||||
Deferred investment tax credits | 39,568 | 41,565 | ||||||
Asset retirement obligation | 103,690 | - | ||||||
Accrued nuclear decommissioning costs | - | 64,584 | ||||||
Pension liability | 75,038 | 73,251 | ||||||
Other | 76,653 | 76,169 | ||||||
Total | 895,631 | 858,476 | ||||||
Capitalization (see statements) | 2,102,964 | 2,096,677 | ||||||
Commitments and Contingencies (Note 6) | ||||||||
Total | $ | 3,622,185 | $ | 3,506,739 | ||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
5
GREAT
PLAINS ENERGY
Consolidated
Statements of Capitalization
(Unaudited)
June 30 | December 31 | |||||||
---|---|---|---|---|---|---|---|---|
2003 | 2002 | |||||||
(thousands) | ||||||||
Long-term Debt (excluding current maturities) | ||||||||
General Mortgage Bonds | ||||||||
Medium-Term Notes due 2004-07, | ||||||||
7.55%*** weighted-average rate | $ | 55,000 | $ | 55,000 | ||||
2.23%* and 2.48%** EIRR bonds due 2012-23 | 158,768 | 158,768 | ||||||
EIRR bonds classified as current liabilities | (31,000 | ) | (31,000 | ) | ||||
Senior Notes | ||||||||
7.125% due 2005 | 250,000 | 250,000 | ||||||
6.500% due 2011 | 150,000 | 150,000 | ||||||
6.000% due 2007 | 225,000 | 225,000 | ||||||
Unamortized discount | (802 | ) | (915 | ) | ||||
EIRR bonds | ||||||||
2.26%* and 2.41%** Series A & B due 2015 | 112,051 | 109,607 | ||||||
2.26%* and 2.41%** Series D due 2017 | 42,102 | 41,183 | ||||||
4.50%*** Series C due 2017 | 50,000 | 50,000 | ||||||
EIRR bonds classified as current liabilities | (50,000 | ) | (50,000 | ) | ||||
Affordable Housing Notes | ||||||||
7.63%* and 7.84%** weighted-average rate due 2004-08 | 6,443 | 10,564 | ||||||
Total | 967,562 | 968,207 | ||||||
Company-obligated Mandatorily Redeemable Preferred Securities | ||||||||
of a trust holding solely KCP&L Subordinated Debentures | 150,000 | 150,000 | ||||||
Cumulative Preferred Stock | ||||||||
$100 Par Value | ||||||||
3.80% - 100,000 shares issued | 10,000 | 10,000 | ||||||
4.50% - 100,000 shares issued | 10,000 | 10,000 | ||||||
4.20% - 70,000 shares issued | 7,000 | 7,000 | ||||||
4.35% - 120,000 shares issued | 12,000 | 12,000 | ||||||
Total | 39,000 | 39,000 | ||||||
Common Stock Equity | ||||||||
Common stock-150,000,000 shares authorized without par value | ||||||||
69,196,322 shares issued, stated value | 609,497 | 609,497 | ||||||
Capital stock premium and expense | (7,508 | ) | (7,744 | ) | ||||
Retained earnings (see statements) | 370,773 | 363,579 | ||||||
Treasury stock | (551 | ) | (4 | ) | ||||
Accumulated other comprehensive income (loss) | ||||||||
Gain on derivative hedging instruments | 1,016 | 927 | ||||||
Minimum pension obligation | (26,825 | ) | (26,785 | ) | ||||
Total | 946,402 | 939,470 | ||||||
Total | $ | 2,102,964 | $ | 2,096,677 | ||||
* | Weighted-average rate as of June 30, 2003 | ||||
** | Weighted-average rate as of December 31, 2002 | ||||
*** | Weighted-average rate as of June 30, 2003 and December 31, 2002 |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
6
GREAT
PLAINS ENERGY
Consolidated
Statements of Income
(Unaudited)
Three Months Ended | Year to Date | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(thousands) | ||||||||||||||
Operating Revenues | ||||||||||||||
Electric revenues - KCP&L | $ | 247,315 | $ | 247,229 | $ | 481,707 | $ | 446,138 | ||||||
Electric revenues - Strategic Energy | 254,824 | 200,973 | 483,776 | 346,987 | ||||||||||
Other revenues | 1,104 | 888 | 2,375 | 2,301 | ||||||||||
Total | 503,243 | 449,090 | 967,858 | 795,426 | ||||||||||
Operating Expenses | ||||||||||||||
Fuel | 37,110 | 35,350 | 74,504 | 69,357 | ||||||||||
Purchased power - KCP&L | 15,868 | 12,301 | 31,941 | 23,232 | ||||||||||
Purchased power - Strategic Energy | 226,003 | 175,881 | 425,946 | 300,873 | ||||||||||
Other | 71,942 | 67,085 | 142,899 | 133,565 | ||||||||||
Maintenance | 23,798 | 20,834 | 46,750 | 55,445 | ||||||||||
Depreciation and depletion | 35,568 | 36,751 | 71,090 | 73,450 | ||||||||||
General taxes | 23,708 | 22,701 | 48,145 | 45,343 | ||||||||||
(Gain) Loss on property | (20,523 | ) | (126 | ) | (11,550 | ) | 15 | |||||||
Total | 413,474 | 370,777 | 829,725 | 701,280 | ||||||||||
Operating income | 89,769 | 78,313 | 138,133 | 94,146 | ||||||||||
Loss from equity investments | (293 | ) | (316 | ) | (586 | ) | (632 | ) | ||||||
Minority interest in subsidiaries | (2,221 | ) | (2,918 | ) | (4,475 | ) | (5,355 | ) | ||||||
Non-operating income | 2,315 | 2,301 | 3,581 | 3,492 | ||||||||||
Non-operating expenses | (2,218 | ) | (4,239 | ) | (6,940 | ) | (12,400 | ) | ||||||
Interest charges | 19,417 | 23,144 | 38,891 | 43,527 | ||||||||||
Income from continuing operations before | ||||||||||||||
income taxes and cumulative effect of a | ||||||||||||||
change in accounting principle | 67,935 | 49,997 | 90,822 | 35,724 | ||||||||||
Income taxes | 9,595 | 13,801 | 16,691 | 1,227 | ||||||||||
Income from continuing operations | ||||||||||||||
before cumulative effect of a change | ||||||||||||||
in accounting principle | 58,340 | 36,196 | 74,131 | 34,497 | ||||||||||
Loss from discontinued operations, net | ||||||||||||||
of income taxes (Note 8) | (7,454 | ) | (229 | ) | (8,690 | ) | (1,427 | ) | ||||||
Cumulative effect to January 1, 2002, of | ||||||||||||||
a change in accounting principle | - | - | - | (3,000 | ) | |||||||||
Net income | 50,886 | 35,967 | 65,441 | 30,070 | ||||||||||
Preferred stock dividend requirements | 412 | 411 | 823 | 823 | ||||||||||
Earnings available for common stock | $ | 50,474 | $ | 35,556 | $ | 64,618 | $ | 29,247 | ||||||
Average number of common shares outstanding | 69,186 | 61,909 | 69,188 | 61,897 | ||||||||||
Basic and diluted earnings per common share | ||||||||||||||
Continuing operations | $ | 0.84 | $ | 0.57 | $ | 1.06 | $ | 0.54 | ||||||
Discontinued operations | (0.11 | ) | - | (0.13 | ) | (0.02 | ) | |||||||
Cumulative effect | - | - | - | (0.05 | ) | |||||||||
Basic and diluted earnings per common share | $ | 0.73 | $ | 0.57 | $ | 0.93 | $ | 0.47 | ||||||
Cash dividends per common share | $ | 0.415 | $ | 0.415 | $ | 0.83 | $ | 0.83 | ||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
7
GREAT PLAINS ENERGY
Consolidated Statements
of Cash Flows
(Unaudited)
Year to Date June 30 | 2003 | 2002 | ||||||
---|---|---|---|---|---|---|---|---|
(thousands) | ||||||||
Cash Flows from Operating Activities | ||||||||
Net income | $ | 65,441 | $ | 30,070 | ||||
Less: Loss from discontinued operations, net of income taxes | (8,690 | ) | (1,427 | ) | ||||
Net income from continuing operations | 74,131 | 31,497 | ||||||
Adjustments to reconcile income to net cash | ||||||||
from operating activities: | ||||||||
Cumulative effect of a change in accounting principle | - | 3,000 | ||||||
Depreciation and depletion | 71,090 | 73,450 | ||||||
Amortization of: | ||||||||
Nuclear fuel | 7,026 | 5,894 | ||||||
Other | 5,773 | 4,968 | ||||||
Deferred income taxes (net) | (4,237 | ) | 15,167 | |||||
Investment tax credit amortization | (1,997 | ) | (2,091 | ) | ||||
Loss from equity investments | 586 | 632 | ||||||
(Gain) Loss on property | (11,550 | ) | 15 | |||||
Deferred storm costs | - | (19,518 | ) | |||||
Minority interest | 4,475 | 5,355 | ||||||
Other operating activities (Note 3) | 13,550 | (63,532 | ) | |||||
Net cash from operating activities | 158,847 | 54,837 | ||||||
Cash Flows from Investing Activities | ||||||||
Utility capital expenditures | (79,631 | ) | (66,603 | ) | ||||
Allowance for borrowed funds used during construction | (781 | ) | (452 | ) | ||||
Purchases of investments | (1,743 | ) | (5,421 | ) | ||||
Purchases of nonutility property | (8,291 | ) | (5,662 | ) | ||||
Proceeds from sale of assets | 24,069 | 1,621 | ||||||
Hawthorn No. 5 partial insurance recovery | 3,940 | - | ||||||
Other investing activities | 1,958 | (8,166 | ) | |||||
Net cash from investing activities | (60,479 | ) | (84,683 | ) | ||||
Cash Flows from Financing Activities | ||||||||
Issuance of long-term debt | - | 224,539 | ||||||
Repayment of long-term debt | (132,548 | ) | (237,797 | ) | ||||
Net change in short-term borrowings | 109,747 | 100,920 | ||||||
Dividends paid | (58,247 | ) | (52,192 | ) | ||||
Other financing activities | (4,609 | ) | (3,683 | ) | ||||
Net cash from financing activities | (85,657 | ) | 31,787 | |||||
Net Change in Cash and Cash Equivalents | 12,711 | 1,941 | ||||||
Cash and Cash Equivalents from Continuing | ||||||||
Operations at Beginning of Year | 65,294 | 28,175 | ||||||
Cash and Cash Equivalents from Continuing | ||||||||
Operations at End of Period | $ | 78,005 | $ | 30,116 | ||||
Net Change in Cash and Cash Equivalents from | ||||||||
Discontinued Operations | $ | (307 | ) | $ | (233 | ) | ||
Cash and Cash Equivalents from Discontinued | ||||||||
Operations at Beginning of Year | 307 | 859 | ||||||
Cash and Cash Equivalents from Discontinued | ||||||||
Operations at End of Period | $ | - | $ | 626 | ||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
8
GREAT
PLAINS ENERGY
Consolidated
Statements of Comprehensive Income
(Unaudited)
Three Months Ended | Year to Date | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(thousands) | ||||||||||||||
Net income | $ | 50,886 | $ | 35,967 | $ | 65,441 | $ | 30,070 | ||||||
Other comprehensive income: | ||||||||||||||
Gain (loss) on derivative hedging instruments | (4,020 | ) | (43 | ) | 7,778 | 5,800 | ||||||||
Income tax expense | 1,765 | 13 | (3,360 | ) | (2,378 | ) | ||||||||
Net gain (loss) on derivative hedging instruments | (2,255 | ) | (30 | ) | 4,418 | 3,422 | ||||||||
Change in minimum pension obligation | - | - | 66 | - | ||||||||||
Income tax expense | - | - | (26 | ) | - | |||||||||
Net change in minimum pension obligation | - | - | 40 | - | ||||||||||
Reclassification to revenues and expenses, net of tax | (1,226 | ) | 1,367 | (4,329 | ) | 2,807 | ||||||||
Comprehensive income | $ | 47,405 | $ | 37,304 | $ | 65,570 | $ | 36,299 | ||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
GREAT
PLAINS ENERGY
Consolidated
Statements of Retained Earnings
(Unaudited)
Three Months Ended | Year to Date | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(thousands) | ||||||||||||||
Beginning balance | $ | 349,010 | $ | 312,829 | $ | 363,579 | $ | 344,815 | ||||||
Net income | 50,886 | 35,967 | 65,441 | 30,070 | ||||||||||
399,896 | 348,796 | 429,020 | 374,885 | |||||||||||
Dividends declared | ||||||||||||||
Preferred stock - at required rates | 412 | 411 | 823 | 823 | ||||||||||
Common stock | 28,711 | 25,692 | 57,424 | 51,369 | ||||||||||
Ending balance | $ | 370,773 | $ | 322,693 | $ | 370,773 | $ | 322,693 | ||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
9
KANSAS CITY POWER
& LIGHT COMPANY
Consolidated Balance
Sheets
(Unaudited)
June 30 | December 31 | |||||||
---|---|---|---|---|---|---|---|---|
2003 | 2002 | |||||||
(thousands) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 1,109 | $ | 171 | ||||
Receivables | 76,918 | 67,043 | ||||||
Fuel inventories, at average cost | 25,352 | 21,311 | ||||||
Materials and supplies, at average cost | 55,630 | 50,800 | ||||||
Deferred income taxes | 5,303 | 3,233 | ||||||
Assets of discontinued operations | - | 38,298 | ||||||
Other | 16,525 | 7,720 | ||||||
Total | 180,837 | 188,576 | ||||||
Nonutility Property and Investments | ||||||||
Nuclear decommissioning trust fund | 69,124 | 63,283 | ||||||
Other | 30,137 | 32,970 | ||||||
Total | 99,261 | 96,253 | ||||||
Utility Plant, at Original Cost | ||||||||
Electric | 4,503,008 | 4,428,433 | ||||||
Less-accumulated depreciation | 1,963,014 | 1,885,389 | ||||||
Net utility plant in service | 2,539,994 | 2,543,044 | ||||||
Construction work in progress | 47,800 | 39,519 | ||||||
Nuclear fuel, net of amortization of $128,977 and $121,951 | 31,904 | 21,506 | ||||||
Total | 2,619,698 | 2,604,069 | ||||||
Deferred Charges | ||||||||
Regulatory assets | 143,286 | 128,901 | ||||||
Prepaid pension costs | 84,332 | 85,945 | ||||||
Other deferred charges | 39,091 | 35,413 | ||||||
Total | 266,709 | 250,259 | ||||||
Total | $ | 3,166,505 | $ | 3,139,157 | ||||
LIABILITIES AND CAPITALIZATION | ||||||||
Current Liabilities | ||||||||
Notes payable | $ | 28,274 | $ | 250 | ||||
Commercial paper | 16,700 | - | ||||||
Current maturities of long-term debt | - | 124,000 | ||||||
EIRR bonds classified as current | 81,000 | 81,000 | ||||||
Accounts payable | 86,274 | 74,390 | ||||||
Accrued taxes | 60,023 | 65,436 | ||||||
Accrued interest | 11,622 | 15,176 | ||||||
Accrued payroll and vacations | 17,590 | 23,591 | ||||||
Accrued refueling outage costs | 13,598 | 8,292 | ||||||
Liabilities of discontinued operations | - | 34,232 | ||||||
Other | 8,834 | 8,885 | ||||||
Total | 323,915 | 435,252 | ||||||
Deferred Credits and Other Liabilities | ||||||||
Deferred income taxes | 626,494 | 625,705 | ||||||
Deferred investment tax credits | 39,568 | 41,565 | ||||||
Asset retirement obligation | 102,415 | - | ||||||
Accrued nuclear decommissioning costs | - | 64,584 | ||||||
Pension liability | 74,361 | 73,251 | ||||||
Other | 49,512 | 46,124 | ||||||
Total | 892,350 | 851,229 | ||||||
Capitalization (see statements) | 1,950,240 | 1,852,676 | ||||||
Commitments and Contingencies (Note 6) | ||||||||
Total | $ | 3,166,505 | $ | 3,139,157 | ||||
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
10
KANSAS
CITY POWER & LIGHT COMPANY
Consolidated
Statements of Capitalization
(Unaudited)
June 30 | December 31 | |||||||
---|---|---|---|---|---|---|---|---|
2003 | 2002 | |||||||
(thousands) | ||||||||
Long-term Debt (excluding current maturities) | ||||||||
General Mortgage Bonds | ||||||||
Medium-Term Notes due 2004-07, | ||||||||
7.55%*** weighted-average rate | $ | 55,000 | $ | 55,000 | ||||
2.23%* and 2.48%** EIRR bonds due 2012-23 | 158,768 | 158,768 | ||||||
EIRR bonds classified as current liabilities | (31,000 | ) | (31,000 | ) | ||||
Senior Notes | ||||||||
7.125% due 2005 | 250,000 | 250,000 | ||||||
6.500% due 2011 | 150,000 | 150,000 | ||||||
6.000% due 2007 | 225,000 | 225,000 | ||||||
Unamortized discount | (802 | ) | (915 | ) | ||||
EIRR bonds | ||||||||
2.26%* and 2.41%** Series A & B due 2015 | 112,051 | 109,607 | ||||||
2.26%* and 2.41%** Series D due 2017 | 42,102 | 41,183 | ||||||
4.50%*** Series C due 2017 | 50,000 | 50,000 | ||||||
EIRR bonds classified as current liabilities | (50,000 | ) | (50,000 | ) | ||||
Total | 961,119 | 957,643 | ||||||
Company-obligated Mandatorily Redeemable Preferred Securities | ||||||||
of a trust holding solely KCP&L Subordinated Debentures | 150,000 | 150,000 | ||||||
Common Stock Equity | ||||||||
Common stock-1,000 shares authorized without par value | ||||||||
1 share issued, stated value | 662,041 | 562,041 | ||||||
Retained earnings (see statements) | 202,974 | 209,606 | ||||||
Accumulated other comprehensive income (loss) | ||||||||
Gain on derivative hedging instruments | 931 | 171 | ||||||
Minimum pension obligation | (26,825 | ) | (26,785 | ) | ||||
Total | 839,121 | 745,033 | ||||||
Total | $ | 1,950,240 | $ | 1,852,676 | ||||
* | Weighted-average rate as of June 30, 2003 | ||||
** | Weighted-average rate as of December 31, 2002 | ||||
*** | Weighted-average rate as of June 30, 2003 and December 31, 2002 |
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
11
KANSAS
CITY POWER & LIGHT COMPANY
Consolidated
Statements of Income
(Unaudited)
Three Months Ended | Year to Date | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(thousands) | ||||||||||||||
Operating Revenues | ||||||||||||||
Electric revenues | $ | 247,315 | $ | 247,229 | $ | 481,707 | $ | 446,138 | ||||||
Other revenues | 519 | 744 | 1,090 | 1,550 | ||||||||||
Total | 247,834 | 247,973 | 482,797 | 447,688 | ||||||||||
Operating Expenses | ||||||||||||||
Fuel | 37,110 | 35,350 | 74,504 | 69,357 | ||||||||||
Purchased power | 15,868 | 12,301 | 31,941 | 23,232 | ||||||||||
Other | 59,082 | 54,210 | 116,179 | 108,703 | ||||||||||
Maintenance | 23,792 | 20,801 | 46,744 | 55,375 | ||||||||||
Depreciation and depletion | 34,973 | 36,390 | 69,869 | 72,537 | ||||||||||
General taxes | 22,977 | 22,388 | 46,721 | 44,692 | ||||||||||
(Gain) Loss on property | 127 | (201 | ) | 100 | (223 | ) | ||||||||
Total | 193,929 | 181,239 | 386,058 | 373,673 | ||||||||||
Operating income | 53,905 | 66,734 | 96,739 | 74,015 | ||||||||||
Non-operating income | 1,028 | 1,827 | 1,947 | 2,662 | ||||||||||
Non-operating expenses | (1,923 | ) | (2,292 | ) | (4,144 | ) | (4,728 | ) | ||||||
Interest charges | 17,618 | 21,147 | 35,440 | 40,144 | ||||||||||
Income from continuing operations before | ||||||||||||||
income taxes and cumulative effect | ||||||||||||||
of a change in accounting principle | 35,392 | 45,122 | 59,102 | 31,805 | ||||||||||
Income taxes | 13,454 | 17,862 | 24,044 | 11,328 | ||||||||||
Income from continuing operations before cumulative | ||||||||||||||
effect of a change in accounting principle | 21,938 | 27,260 | 35,058 | 20,477 | ||||||||||
Loss from discontinued operations, net | ||||||||||||||
of income taxes (Note 8) | (7,454 | ) | (229 | ) | (8,690 | ) | (1,427 | ) | ||||||
Cumulative effect to January 1, 2002, of | ||||||||||||||
a change in accounting principle | - | - | - | (3,000 | ) | |||||||||
Net income | $ | 14,484 | $ | 27,031 | $ | 26,368 | $ | 16,050 | ||||||
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
12
KANSAS
CITY POWER & LIGHT COMPANY
Consolidated
Statements of Cash Flows
(Unaudited)
Year to Date June 30 | 2003 | 2002 | ||||||
---|---|---|---|---|---|---|---|---|
(thousands) | ||||||||
Cash Flows from Operating Activities | ||||||||
Net income | $ | 26,368 | $ | 16,050 | ||||
Less: Loss from discontinued operations, net of income taxes | (8,690 | ) | (1,427 | ) | ||||
Net income from continuing operations | 35,058 | 17,477 | ||||||
Adjustments to reconcile income to net cash | ||||||||
from operating activities: | ||||||||
Cumulative effect of a change in accounting principle | - | 3,000 | ||||||
Depreciation and depletion | 69,869 | 72,537 | ||||||
Amortization of: | ||||||||
Nuclear fuel | 7,026 | 5,894 | ||||||
Other | 4,635 | 3,511 | ||||||
Deferred income taxes (net) | (2,488 | ) | 16,836 | |||||
Investment tax credit amortization | (1,997 | ) | (2,091 | ) | ||||
(Gain) Loss on property | 100 | (223 | ) | |||||
Deferred storm costs | - | (19,518 | ) | |||||
Other operating activities (Note 3) | 77 | (49,007 | ) | |||||
Net cash from operating activities | 112,280 | 48,416 | ||||||
Cash Flows from Investing Activities | ||||||||
Utility capital expenditures | (79,631 | ) | (66,603 | ) | ||||
Allowance for borrowed funds used during construction | (781 | ) | (452 | ) | ||||
Purchases of investments | (1,743 | ) | (1,711 | ) | ||||
Purchases of nonutility property | (2 | ) | (90 | ) | ||||
Proceeds from sale of assets | 183 | - | ||||||
Hawthorn No. 5 partial insurance recovery | 3,940 | - | ||||||
Other investing activities | 1,044 | (8,197 | ) | |||||
Net cash from investing activities | (76,990 | ) | (77,053 | ) | ||||
Cash Flows from Financing Activities | ||||||||
Issuance of long-term debt | - | 224,539 | ||||||
Repayment of long-term debt | (124,000 | ) | (227,000 | ) | ||||
Net change in short-term borrowings | 22,650 | 32,920 | ||||||
Dividends paid to Great Plains Energy | (33,000 | ) | (35,677 | ) | ||||
Equity contribution from Great Plains Energy | 100,000 | 36,000 | ||||||
Other financing activities | (2 | ) | (1,567 | ) | ||||
Net cash from financing activities | (34,352 | ) | 29,215 | |||||
Net Change in Cash and Cash Equivalents | 938 | 578 | ||||||
Cash and Cash Equivalents from Continuing | ||||||||
Operations at Beginning of Year | 171 | 103 | ||||||
Cash and Cash Equivalents from Continuing | ||||||||
Operations at End of Period | $ | 1,109 | $ | 681 | ||||
Net Change in Cash and Cash Equivalents from | ||||||||
Discontinued Operations | $ | (307 | ) | $ | (233 | ) | ||
Cash and Cash Equivalents from Discontinued | ||||||||
Operations at Beginning of Year | 307 | 859 | ||||||
Cash and Cash Equivalents from Discontinued | ||||||||
Operations at End of Period | $ | - | $ | 626 | ||||
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
13
KANSAS
CITY POWER & LIGHT COMPANY
Consolidated
Statements of Comprehensive Income
(Unaudited)
Three Months Ended | Year to Date | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(thousands) | ||||||||||||||
Net income | $ | 14,484 | $ | 27,031 | $ | 26,368 | $ | 16,050 | ||||||
Other comprehensive income : | ||||||||||||||
Gain (loss) on derivative hedging instruments | (81 | ) | (186 | ) | 1,247 | 422 | ||||||||
Income tax expense | 31 | 72 | (487 | ) | (165 | ) | ||||||||
Net gain (loss) on derivative hedging instruments | (50 | ) | (114 | ) | 760 | 257 | ||||||||
Change in minimum pension obligation | - | - | 66 | - | ||||||||||
Income tax expense | - | - | (26 | ) | - | |||||||||
Net change in minimum pension obligation | - | - | 40 | - | ||||||||||
Reclassification to revenues and expenses, net of tax | - | (104 | ) | - | (67 | ) | ||||||||
Comprehensive income | $ | 14,434 | $ | 26,813 | $ | 27,168 | $ | 16,240 | ||||||
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
KANSAS
CITY POWER & LIGHT COMPANY
Consolidated
Statements of Retained Earnings
(Unaudited)
Three Months Ended | Year to Date | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(thousands) | ||||||||||||||
Beginning balance | $ | 208,490 | $ | 182,866 | $ | 209,606 | $ | 219,524 | ||||||
Net income | 14,484 | 27,031 | 26,368 | 16,050 | ||||||||||
222,974 | 209,897 | 235,974 | 235,574 | |||||||||||
Dividends declared | ||||||||||||||
Common stock held by Great Plains Energy | 20,000 | 10,000 | 33,000 | 35,677 | ||||||||||
Ending balance | $ | 202,974 | $ | 199,897 | $ | 202,974 | $ | 199,897 | ||||||
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
14
In managements opinion, the consolidated interim financial statements reflect all adjustments (which, unless otherwise noted, include only normal recurring adjustments) necessary to present fairly the results of operations for the interim periods presented. These statements and notes should be read in connection with the financial statements and related notes included in the combined 2002 annual report on Form 10-K, of Great Plains Energy and consolidated KCP&L.
The notes to consolidated financial statements that follow are a combined presentation for Great Plains Energy and consolidated KCP&L, both registrants under this filing.
Great Plains Energy currently has five direct subsidiaries:
o | KCP&L is an integrated, regulated electric utility company that serves retail customers in the states of Missouri and | ||||
Kansas. KCP&L is one of Great Plains Energy´s three reportable segments. KCP&L´s wholly-owned subsidiary, Home | |||||
Service Solutions Inc. (HSS) has invested in two companies, R.S. Andrews Enterprises, Inc. (RSAE) and Worry Free | |||||
Service, Inc. (Worry Free). RSAE and Worry Free provide energy-related residential and commercial services. See | |||||
Note 8 for additional information concerning the June 2003 disposition of RSAE. KCP&L and its subsidiaries are | |||||
referred to as consolidated KCP&L. | |||||
o | KLT Inc. is an investment company that primarily holds interests in Strategic Energy, L.L.C. (Strategic Energy), KLT | ||||
Gas Inc. (KLT Gas) and affordable housing limited partnerships. Strategic Energy and KLT Gas are the other two | |||||
reportable segments of Great Plains Energy. Prior to the confirmation of DTI's restructuring plan, KLT Inc. held | |||||
an investment in DTI. See Note 7 for additional information. | |||||
o | Great Plains Power Incorporated (GPP) focuses on the development of wholesale generation. During 2002, management | ||||
decided to limit the operations of GPP until market conditions improve or the Company makes further changes in | |||||
its business strategy. GPP has made no significant investments to date. | |||||
o | Innovative Energy Consultants Inc. (IEC) holds an interest in Strategic Energy. IEC does not own or operate any | ||||
assets other than its indirect interest in Strategic Energy. | |||||
o | Great Plains Energy Services Incorporated (Services) is a service company created in April 2003 to provide support | ||||
and administrative services to Great Plains Energy and certain of its subsidiaries. Services is subject to | |||||
provisions of the Public Utility Holding Company Act of 1935 (35 Act). See Item 5 for additional information | |||||
concerning Services. |
The operations of Great Plains Energy and its subsidiaries are divided into three reportable segments: KCP&L, Strategic Energy and KLT Gas. Great Plains Energys legal structure differs from the functional management and financial reporting of its reportable segments. Other activities not considered a reportable segment include the operations of HSS and GPP, all KLT Inc. operations other than Strategic Energy and KLT Gas, and holding company operations.
15
Cash and Cash Equivalents
Cash and cash equivalents consist of
highly liquid investments with original maturities of three months or less. For Great
Plains Energy this includes Strategic Energys cash held in trust of $9.1 million at
June 30, 2003, and $11.4 million at December 31, 2002.
Strategic Energy has entered into collateral arrangements with selected electricity power suppliers that require selected customers to remit payment to lockboxes that are held in trust and managed by a Trustee. As part of the trust administration, the Trustee remits payment to the supplier for electricity purchased by Strategic Energy. On a monthly basis, any remittances into the lockboxes after the disbursement to the supplier has been made are remitted back to Strategic Energy.
Restricted Cash
Strategic Energy has entered into
Master Power Purchase and Sale Agreements with its purchased power suppliers. Certain of
these agreements contain provisions whereby, to the extent Strategic Energy has a net
exposure to the purchased power supplier, collateral requirements are to be maintained.
Collateral posted in the form of cash to Strategic Energy is restricted by agreement and
would become unrestricted in the event of a default by the purchased power supplier.
Restricted cash collateral at June 30, 2003, was $88.5 million. There were no such cash
collateral deposits at December 31, 2002.
Year to Date | ||||||||
June 30 | ||||||||
2003 | 2002 | |||||||
(thousands) | ||||||||
Great Plains Energy Other Operating Activities | ||||||||
Cash flows affected by changes in: | ||||||||
Receivables | $ | (10,857 | ) | $ | (65,531 | ) | ||
Fuel inventories | (4,041 | ) | (3,102 | ) | ||||
Materials and supplies | (4,830 | ) | (119 | ) | ||||
Accounts payable | 31,957 | 3,638 | ||||||
Accrued taxes and current income taxes | 5,755 | 185 | ||||||
Accrued interest | (4,115 | ) | 5,202 | |||||
Wolf Creek refueling outage accrual | 5,306 | (11,073 | ) | |||||
Pension and postretirement benefit obligations | 5,485 | (20 | ) | |||||
Allowance for equity funds used during construction | (793 | ) | 16 | |||||
Other | (10,317 | ) | 7,272 | |||||
Total other operating activities | $ | 13,550 | $ | (63,532 | ) | |||
Cash paid during the period: | ||||||||
Interest | $ | 41,831 | $ | 37,250 | ||||
Income taxes | $ | 28,390 | $ | 5,753 | ||||
16
Year to Date | ||||||||
June 30 | ||||||||
2003 | 2002 | |||||||
(thousands) | ||||||||
Consolidated KCP&L Other Operating Activities | ||||||||
Cash flows affected by changes in: | ||||||||
Receivables | $ | (13,641 | ) | $ | (18,719 | ) | ||
Fuel inventories | (4,041 | ) | (3,102 | ) | ||||
Materials and supplies | (4,830 | ) | (119 | ) | ||||
Accounts payable | 11,656 | (35,118 | ) | |||||
Accrued taxes and current income taxes | 16,117 | 7,770 | ||||||
Accrued interest | (3,554 | ) | 6,686 | |||||
Wolf Creek refueling outage accrual | 5,306 | (11,073 | ) | |||||
Pension and postretirement benefit obligations | 4,808 | (20 | ) | |||||
Allowance for equity funds used during construction | (793 | ) | 16 | |||||
Other | (10,951 | ) | 4,672 | |||||
Total other operating activities | $ | 77 | $ | (49,007 | ) | |||
Cash paid during the period: | ||||||||
Interest | $ | 37,817 | $ | 32,383 | ||||
Income taxes | $ | 24,201 | $ | 1,800 | ||||
KCP&L adopted Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, on January 1, 2003, and recorded a liability for asset retirement obligations of $99.2 million and increased property and equipment, net of accumulated depreciation, by $18.3 million. KCP&L is a regulated utility subject to the provisions of SFAS No. 71, Accounting for the Effects of Certain Types of Regulation, and management believes it is probable that any differences between expenses under SFAS No. 143 and expenses recovered currently in rates will be recoverable in future rates. As a result, the $80.9 million cumulative effect of the adoption of SFAS No. 143 was recorded as a regulatory asset and therefore, had no impact on net income. KLT Gas also adopted SFAS No. 143 and recorded a liability for asset retirement obligations of $1.2 million, increased gas property and investments by $1.0 million and increased operating expense by $0.2 million for the immaterial cumulative effect of the accounting change. The adoption of SFAS No. 143 had no effect on Great Plains Energy and consolidated KCP&Ls cash flows.
On June 13, 2003, HSS board of directors approved a plan to dispose of its interest in residential services provider RSAE. On June 30, 2003, HSS completed the disposition of its interest in RSAE. See Note 8 for additional information concerning the disposition of RSAE. The table below summarizes the effects of this transaction.
Year to Date | ||||||||
June 30 | ||||||||
RSAE disposition | 2003 | |||||||
(thousands) | ||||||||
Cash repayment of supported bank line | $ | (22,074 | ) | |||||
Write-off of intercompany note | (3,950 | ) | ||||||
Accrued transaction costs | (1,550 | ) | ||||||
Investment write-off | 8,710 | |||||||
Income tax benefit | 11,793 | |||||||
Loss on disposition | (7,071 | ) | ||||||
Pre-disposition operating losses | (1,619 | ) | ||||||
Discontinued operations | $ | (8,690 | ) | |||||
17
On December 31, 2001, a subsidiary of KLT Telecom Inc. (KLT Telecom), DTI Holdings, Inc. (Holdings) and its subsidiaries, Digital Teleport Inc. (Digital Teleport) and Digital Teleport of Virginia, Inc., filed separate voluntary petitions in the Bankruptcy Court for the Eastern District of Missouri for reorganization under Chapter 11 of the U.S. Bankruptcy Code, which cases have been procedurally consolidated. In December 2002, Digital Teleport entered into an agreement to sell substantially all of its assets (Asset Sale) to CenturyTel Fiber Company II, LLC (CenturyTel), a nominee of CenturyTel, Inc. The Asset Sale was approved by the Bankruptcy Court on February 13, 2003, and closed on June 6, 2003. Distributions from the bankruptcy estates were made to DTI creditors in June 2003. The table below summarizes the effects of these distributions. See Note 7 for additional information concerning the confirmation of the restructuring plan.
Year to Date | ||||||||
June 30 | ||||||||
DTI | 2003 | |||||||
(thousands) | ||||||||
Cash proceeds from bankruptcy estates | $ | 14,903 | ||||||
Cash proceeds from sale of office building | 1,186 | |||||||
Receivables | 3,281 | |||||||
Total proceeds | 19,370 | |||||||
Book basis of office building sold | (2,720 | ) | ||||||
DIP financing accrual reversal | 5,000 | |||||||
Accounts payable | (1,000 | ) | ||||||
Income tax | (10,548 | ) | ||||||
Reversal of valuation allowance | 15,779 | |||||||
Gain on sale of assets | $ | 25,881 | ||||||
The Companys accounts receivables are comprised of the following:
June 30 | December 31 | |||||||
2003 | 2002 | |||||||
(thousands) | ||||||||
Customer accounts receivable sold to | ||||||||
Receivables Company | $ | 30,830 | $ | 19,168 | ||||
Consolidated KCP&L other receivables | 46,088 | 47,875 | ||||||
Consolidated KCP&L receivables | 76,918 | 67,043 | ||||||
Great Plains Energy other receivables | 131,299 | 130,802 | ||||||
Great Plains Energy receivables | $ | 208,217 | $ | 197,845 | ||||
KCP&L has entered into a revolving agreement, which expires in October 2003, to sell all of its right, title and interest in the majority of its customer accounts receivable to Kansas City Power & Light Receivables Company (Receivables Company), which in turn sells most of the receivables to outside investors. KCP&L expects the agreement to be renewed annually. Accounts receivable sold under this revolving agreement totaled $100.8 million at June 30, 2003, and $89.2 million at December 31, 2002. These sales included unbilled receivables of $40.0 million at June 30, 2003, and $27.2 million at December 31, 2002. As a result of the sales to outside investors, Receivables Company received $70 million in cash, which was forwarded to KCP&L as consideration for its sale. The agreement is structured as a true sale under which the creditors of Receivables Company are entitled to be satisfied out of the assets of Receivables Company prior to any value being returned to KCP&L or its creditors.
18
KCP&L sells its receivables at a fixed price based upon the expected cost of funds and charge-offs. These costs comprise KCP&Ls loss on the sale of accounts receivable. KCP&L services the receivables and receives an annual servicing fee of 0.25% of the outstanding principal amount of the receivables sold and retains any late fees charged to customers.
Information regarding KCP&Ls sale of accounts receivable is reflected in the following table.
Three Months Ended | Year to Date | |||||||||||||
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(thousands) | ||||||||||||||
Gross proceeds on sale of accounts receivable | $ | 224,717 | $ | 240,731 | $ | 421,246 | $ | 432,950 | ||||||
Collections | 205,164 | 211,785 | 412,158 | 419,026 | ||||||||||
Loss on sale of accounts receivable | 1,010 | 1,251 | 1,851 | 2,353 | ||||||||||
Late fees | 437 | 755 | 953 | 654 | ||||||||||
Consolidated KCP&L other receivables at June 30, 2003, and December 31, 2002, consist primarily of receivables from partners in jointly-owned electric utility plants, wholesale sales receivables and accounts receivable held by Worry Free. Great Plains Energy other receivables at June 30, 2003, and December 31, 2002, are primarily the accounts receivable held by Strategic Energy including unbilled receivables held by Strategic Energy of $60.7 million at June 30, 2003, and $57.3 million at December 31, 2002.
Great Plains Energy syndicated a $225 million, revolving credit facility with a group of banks in the first quarter of 2003. This facility replaced a $205 million syndicated facility and a $20 million credit facility with a bank. The line has a 364-day term but may be extended for an additional year at the Companys option. The facility contains a material adverse change (MAC) clause that requires Great Plains Energy to represent, prior to receiving funding, that no MAC has occurred. The clause does, however, permit the Company to access the facility even in the event of a MAC in order to repay maturing commercial paper. Available liquidity under this facility is not impacted by a decline in credit ratings unless the downgrade occurs in the context of a merger, consolidation or sale. A default by Great Plains Energy or any of its significant subsidiaries of material other indebtedness totaling more than $25.0 million is also a default under this bank line. Under the terms of this agreement, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio not greater than 0.65 to 1.0 at all times and an interest coverage ratio greater than 2.25 to 1.0. At June 30, 2003, the Company was in compliance with these covenants. At June 30, 2003, Great Plains Energy had $133.0 million of outstanding borrowings under this facility with a weighted-average interest rate of 2.19%.
KCP&Ls short-term borrowings consist of funds borrowed from banks or through the sale of commercial paper as needed. As of June 30, 2003, KCP&L had $16.7 million of commercial paper outstanding and $3.2 million of funds borrowed from banks, which were both repaid in July 2003. A default by KCP&L on other indebtedness is a default under these bank line agreements. Under the terms of certain bank line agreements, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio not greater than 0.65 to 1.0 at all times. At June 30, 2003, KCP&L was in compliance with these covenants.
In 2003, KCP&L has redeemed $124.0 million of its medium term notes, including $104.0 million called prior to maturity. The medium term notes were paid off primarily with proceeds from a $100.0 million equity contribution received from Great Plains Energy during the first quarter of 2003. The average
19
interest rate on the $104.0 million of notes called early was 7.28% and the original maturity dates were 2005 through 2008.
Strategic Energy syndicated a secured revolving credit facility for up to $95 million with a group of banks in the second quarter of 2003. This facility is partially guaranteed by Great Plains Energy. The new agreement replaced a $30 million bank line of credit and a $25 million letter of credit facility. The new facility enhances Strategic Energys liquidity including its ability to provide credit support through letters of credit for purchased power and regulatory requirements. The maximum amount available for loans and letters of credit under the facility is the lesser of $95 million or the borrowing base, as defined in the agreement. The borrowing base generally is the sum of certain Strategic Energy accounts receivable and the amount of the Great Plains Energy guarantee which was $25.0 million at June 30, 2003. At June 30, 2003, $32.4 million in letters of credit had been issued under the agreement, leaving $29.5 million of capacity available for loans and additional letters of credit. The line has a 364-day term that may be extended for an additional year by Strategic Energy with mutual agreement of the parties. The facility contains a MAC clause that requires Strategic Energy to represent, prior to receiving funding, that no MAC has occurred. A default by Strategic Energy of other indebtedness, as defined in the facility, totaling more than $5.0 million is a default under facility. Under the terms of this agreement, Strategic Energy is required to maintain a minimum net worth of $30 million and a maximum debt to EBITDA ratio of 2.0 to 1.0. At June 30, 2003, Strategic Energy was in compliance with these covenants.
On June 30, 2003, HSS completed the disposition of its interest in RSAE. RSAEs line of credit totaling $27 million was cancelled. With proceeds from a note to Great Plains Energy, HSS repaid $22.1 million on the supported bank line. At June 30, 2003, HSS notes payable to Great Plains Energy totaled $25.0 million. See Note 8 for additional information concerning the disposition of RSAE.
KCP&L Financing I (Trust) has previously issued $150.0 million of 8.3% preferred securities. KCP&L owns all of the common securities issued by the Trust. The sole asset of the Trust is the $154.6 million principal amount of 8.3% Junior Subordinated Deferrable Interest Debentures, due 2037, issued by KCP&L. The terms and interest payments on these debentures correspond to the terms and dividend payments on the preferred securities. KCP&L deducts these payments for tax purposes. KCP&L may elect to defer interest payments on the debentures for a period up to 20 consecutive quarters, causing dividend payments on the preferred securities to be deferred as well. In case of a deferral, interest and dividends will continue to accrue, along with quarterly compounding interest on the deferred amounts. KCP&L may redeem all or a portion of the debentures at any time. If KCP&L redeems all or a portion of the debentures, the Trust must redeem an equal amount of preferred securities at face value plus accrued and unpaid distributions. The back-up undertakings of KCP&L in the aggregate provide a full and unconditional guarantee of amounts due on the preferred securities.
In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities. The Interpretation clarifies the application of Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties (Variable Interest Entities). FASB Interpretation No. 46 is effective July 1, 2003, for Great Plains Energy and consolidated KCP&L. The accounting profession and others are deliberating the impact, if any, of FASB Interpretation No. 46 on Mandatorily Redeemable Preferred Securities issued by a Trust. If, as a result of the deliberations, management determines that under FASB Interpretation No. 46, KCP&L is not the primary beneficiary of the Trust, KCP&L would be required to de-consolidate the Trust. De-consolidation would result in an increase of $4.6 million in Great Plains Energys and consolidated KCP&Ls other nonutility property and investments representing KCP&Ls investment in the common stock of the Trust. Additionally, both companies long-term debt would increase by $154.6
20
million reflecting the 8.3% Junior Subordinated Deferrable Interest Debentures issued by KCP&L and held by the Trust. This increase in both companies consolidated statements of capitalization would be mostly offset by the de-consolidation of the $150.0 million of Mandatorily Redeemable Preferred Securities issued by the Trust.
Liability Insurance
The Price-Anderson Act currently
limits the combined public liability of nuclear reactor owners to $9.4 billion for claims
that could arise from a single nuclear incident. The owners of Wolf Creek, a nuclear
generating station, (the Owners) carry the maximum available commercial insurance of $0.2
billion. Secondary Financial Protection, an assessment plan mandated by the Nuclear
Regulatory Commission (NRC), provides insurance for the $9.2 billion balance.
Under Secondary Financial Protection, if there were a catastrophic nuclear incident involving any of the nations licensed reactors, the Owners would be subject to a maximum retrospective assessment per incident of up to $88 million ($41 million, KCP&Ls 47% share). The Owners are jointly and severally liable for these charges, payable at a rate not to exceed $10 million ($5 million, KCP&Ls 47% share) per incident per year, excluding applicable premium taxes. The assessment, most recently revised in 1998, is subject to an inflation adjustment based on the Consumer Price Index and renewal of the Price-Anderson Act by Congress.
Property,
Decontamination, Premature Decommissioning and Extra Expense Insurance
The Owners also carry $2.8 billion
($1.3 billion, KCP&Ls 47% share) of property damage, decontamination and
premature decommissioning insurance for loss resulting from damage to the Wolf Creek
facilities. Nuclear Electric Insurance Limited (NEIL) provides this insurance.
In the event of an accident, insurance proceeds must first be used for reactor stabilization and NRC mandated site decontamination. KCP&Ls share of any remaining proceeds can be used for further decontamination, property damage restoration and premature decommissioning costs. Premature decommissioning coverage applies only if an accident at Wolf Creek exceeds $500 million in property damage and decontamination expenses, and only after trust funds have been exhausted.
The Owners also carry additional insurance from NEIL to cover costs of replacement power and other extra expenses incurred in the event of a prolonged outage resulting from accidental property damage at Wolf Creek.
Under all NEIL policies, KCP&L is subject to retrospective assessments if NEIL losses, for each policy year, exceed the accumulated funds available to the insurer under that policy. The estimated maximum amount of retrospective assessments to KCP&L under the current policies could total about $24.5 million.
In the event of a catastrophic loss at Wolf Creek, the insurance coverage may not be adequate to cover property damage and extra expenses incurred. Uninsured losses, to the extent not recovered through rates, would be assumed by KCP&L and could have a material, adverse effect on its financial condition, results of operations and cash flows.
Low-Level Waste
The Low-Level Radioactive Waste
Policy Amendments Act of 1985 mandated that the various states, individually or through
interstate compacts, develop alternative low-level radioactive waste disposal
21
facilities. The states of Kansas, Nebraska, Arkansas, Louisiana and Oklahoma formed the Central Interstate Low-Level Radioactive Waste Compact (Compact) and selected a site in northern Nebraska to locate a disposal facility. Wolf Creek Nuclear Operating Corporation (WCNOC) and the owners of the other five nuclear units in the Compact provided most of the pre-construction financing for this project. KCP&Ls net investment in the Compact was $7.4 million at June 30, 2003, and December 31, 2002.
Significant opposition to the project has been raised by Nebraska officials and residents in the area of the proposed facility and attempts have been made through litigation and proposed legislation in Nebraska to slow down or stop development of the facility. On December 18, 1998, the application for a license to construct this project was denied. After the license denial, WCNOC and others filed a lawsuit in federal court contending Nebraska officials acted in bad faith while handling the license application. In September 2002, the U.S. District Court Judge presiding over the Central Interstate Compact Commissions federal bad faith lawsuit against the State of Nebraska issued his decision in the case finding clear evidence that the State of Nebraska acted in bad faith in processing the license application for a low-level radioactive waste disposal site in Nebraska and rendered a judgment on behalf of the Compact in the amount of $151.4 million against the state. The state has appealed this decision to the 8th Circuit, U.S. Court of Appeals. Based on the favorable outcome of this trial, in KCP&Ls opinion, there is a greater possibility of reversing the states license denial once the decision in this case is final.
In May 1999, the Nebraska legislature passed a bill withdrawing Nebraska from the Compact. In August 1999, the Nebraska Governor gave official notice of the withdrawal to the other member states. In June 2003, the Compact revoked Nebraskas membership in the Compact effective July 17, 2004. As a result, Nebraskas legal rights under the Compact will be extinguished on the effective date, but its legal obligations incurred prior to the effective date, including the obligation to be the host state for a disposal site, are expected to continue. Nebraska may appeal this revocation.
Environmental Matters
KCP&Ls operations are
subject to regulation by federal, state and local authorities with regard to air and other
environmental matters. The generation and transmission of electricity produces and
requires disposal of certain hazardous products that are subject to these laws and
regulations. In addition to imposing continuing compliance obligations, these laws and
regulations authorize the imposition of substantial penalties for noncompliance, including
fines, injunctive relief and other sanctions. Failure to comply with these laws and
regulations could have a material adverse effect on KCP&L.
KCP&L operates in an environmentally responsible manner and seeks to use current technology to avoid and treat contamination. KCP&L regularly conducts environmental audits designed to ensure compliance with governmental regulations and to detect contamination. Governmental bodies, however, may impose additional or more restrictive environmental regulations that could require substantial changes to operations or facilities at a significant cost. At June 30, 2003, and December 31, 2002, KCP&L had $1.9 million accrued for environmental remediation expenses covering water monitoring at one site and unasserted claims for remediation at a second site. The amounts accrued were established on an undiscounted basis and KCP&L does not currently have an estimated time frame over which the accrued amounts may be paid out. Expenditures to comply with environmental laws and regulations have not been material in amount during the periods presented and are not expected to be material in the upcoming years with the exception of the issues discussed below.
Certain Air Toxic
Substances
In July 2000, the National Research
Council published its findings of a study under the Clean Air Act Amendments of 1990
(Clean Air Act), which stated that power plants that burn fossil fuels, particularly coal,
generate the greatest amount of mercury emissions. As a result, in December 2000, the
22
Environmental Protection Agency (EPA) announced it would propose Maximum Achievable Control Technology (MACT) requirements by December 2003 to reduce mercury emissions and issue final rules by December 2004. Until the rules are proposed, KCP&L cannot predict the likelihood or compliance costs of such regulations.
Air Particulate Matter
In July 1997, the EPA revised ozone
and particulate matter air quality standards creating a new eight-hour ozone standard and
establishing a new standard for particulate matter less than 2.5 microns (PM-2.5) in
diameter. These standards were challenged in the U.S. Court of Appeals for the District of
Columbia (Appeals Court) that decided against the EPA. Upon further appeal, the U.S.
Supreme Court reviewed the standards and remanded the case back to the Appeals Court for
further review, including a review of whether the standards were arbitrary and capricious.
On March 26, 2002, the Appeals Court issued its decision on challenges to the 8-hour ozone
and PM-2.5 national ambient air quality standards (NAAQS). This decision denied all state,
industry and environmental groups petitions for review and thus upheld as valid the
EPAs new 8-hour ozone and PM-2.5 NAAQS. In so doing, the court held that the EPA
acted consistently with the Clean Air Act in setting the standards at the levels it chose
and the EPAs actions were reasonable and not arbitrary and capricious, and cited the
deference given the EPAs decision-making authority. The court stated that the
extensive records established for each rule supported the EPAs actions in both
rulemakings.
This decision by the Appeals Court removed the last major hurdle to the EPAs implementation of stricter ambient air quality standards for ozone and fine particles. The EPA has not yet issued regulations incorporating the new standards. Until new regulations are issued, KCP&L is unable to estimate the impact of the new standards. However, the impact on KCP&L and all other utilities that use fossil fuels could be substantial. In addition, the EPA is conducting a three-year study of fine particulate ambient air levels. Until this testing and review period has been completed, KCP&L cannot determine additional compliance costs, if any, associated with the new particulate regulations.
Nitrogen Oxide
The EPA announced in 1998 regulations
implementing reductions in Nitrogen Oxide (NOx) emissions. These regulations
initially called for 22 states, including Missouri, to submit plans for controlling
NOx emissions. The regulations require a significant reduction in
NOx emissions from 1990 levels at KCP&Ls Missouri coal-fired plants
by the year 2003.
In December 1998, KCP&L and several other western Missouri utilities filed suit against the EPA over the inclusion of western Missouri in the NOx reduction program based on the 1-hour NOx standard. On March 3, 2000, a three-judge panel of the District of Columbia Circuit of the U.S. Court of Appeals sent the NOx rules related to Missouri back to the EPA, stating the EPA failed to prove that fossil plants in the western part of Missouri significantly contribute to ozone formation in downwind states. On March 5, 2001, the U.S. Supreme Court denied certiorari, making the decision of the Court of Appeals final.
In February 2002, the EPA issued proposed Phase II NOx SIP Call regulations which specifically exclude the fossil plants in the western part of Missouri from the NOx SIP Call. To date, the EPA has not issued its final Phase II NOx SIP Call regulation.
If fossil plants in western Missouri are required to implement NOx reductions, KCP&L would need to incur significant capital costs, purchase power or purchase NOx emission allowances. Preliminary analysis of the regulations indicates that selective catalytic reduction technology, as well as other changes, may be required for some of the KCP&L units. Currently, KCP&L estimates that additional capital expenditures to comply with these regulations could range from $40 million to $60 million. Operations and maintenance expenses could also increase by more than $2.5 million per year. KCP&L
23
continues to refine these preliminary estimates and explore alternatives. The ultimate cost of these regulations, if any, could be significantly different from the amounts estimated above.
Carbon Dioxide
At a December 1997 meeting in Kyoto,
Japan, delegates from 167 nations, including the United States, agreed to a treaty (Kyoto
Protocol) that would require a seven percent reduction in United States carbon dioxide
(CO2) emissions below 1990 levels. Although the United States agreed to the
Kyoto Protocol, the treaty has not been sent to Congress for ratification. The financial
impact on KCP&L of future requirements in the reduction of CO2 emissions
cannot be determined until specific regulations are adopted.
Clean Air Legislation
Congress has debated numerous bills
that would make significant changes to the current federal Clean Air Act including
potential establishment of nationwide limits on power plant emissions for several specific
pollutants. These bills have the potential for a significant financial impact on KCP&L
through the installation of new pollution control equipment to achieve compliance with the
new nationwide limits. The financial consequences to KCP&L cannot be determined until
the final legislation is passed. KCP&L will continue to monitor the progress of these
bills.
Proposed Water Use
Regulations
In February 2002, the EPA issued
proposed rules related to certain existing power producing facilities that employ cooling
water intake structures that withdraw 50 million gallons or more per day and use 25% or
more of that water for cooling purposes. The proposed rules establish national minimum
performance requirements designed to minimize adverse environmental impact. The EPA must
take final action by August 2003. KCP&L will continue to monitor the progress of this
rulemaking. The impact of these proposed rules has not yet been quantified, however,
KCP&Ls generating stations would be affected.
Strategic Energy
Purchased Power Energy Commitments
Strategic Energy has entered into
agreements to purchase electricity at various fixed prices to meet the estimated demand
requirements of long-term sales agreements with its customers. Commitments at June 30,
2003, under these agreements total $1,295.6 million through 2010. Commitments for the
remainder of 2003 total $383.5 million, and for the years 2004 through 2007 total $499.3
million, $312.4 million, $65.6 million, and $23.2 million, respectively. See Note 17 for
further discussion.
KCP&L Leases
In 2001, KCP&L entered into a
synthetic lease arrangement with a Trust (Lessor) to finance the purchase, installation,
assembly and construction of five combustion turbines and related property and equipment
that will add 385 MWs of peaking capacity (Project). The Trust is a special-purpose entity
and has an aggregate financing commitment from third-party equity and debt participants of
$176 million. In the second quarter of 2003, construction and installation of
KCP&Ls five combustion turbines was completed and the units were placed in
service. At June 30, 2003, cumulative project costs were approximately $147.4 million.
Total project costs, projected to be under $155 million, are anticipated to be finalized
by the end of the third quarter and rental payments under the lease will begin after these
costs have been finalized. Upon a default during the lease period, KCP&Ls
maximum obligation to the Lessor equals 100% of project costs. KCP&Ls rental
obligation, which reflects interest payments only, is expected to be approximately $17.5
million in the aggregate. At the end of the lease term (October 2006), KCP&L may
choose to sell the project for the Lessor, guaranteeing to the Lessor a residual value for
the Project in an amount which may be up to 83.21% of the project cost.
The Trust, acting as Lessor in the synthetic lease arrangement discussed above, is considered a Variable Interest Entity under FASB Interpretation No. 46. Because KCP&L has variable interests in
24
the Trust, including among other things, a residual value guarantee provided to the Lessor, KCP&L is the primary beneficiary of the Trust. Accordingly, KCP&L will be required to consolidate the Trust effective July 1, 2003. Great Plains Energys and consolidated KCP&Ls utility plant and long-term debt will increase by the total project cost and depreciation expense will increase upon consolidation of the Trust.
Internal Revenue Service
Settlement Corporate-Owned Life Insurance
In November 2002, KCP&L accepted
a settlement offer related to corporate-owned life insurance (COLI) from the Internal
Revenue Service (IRS). The offer allowed 20% of the interest originally deducted and taxed
only 20% of the gain on surrender of the COLI policies. KCP&L surrendered the policies
in February 2003. KCP&L will make cash payments of approximately $1.3 million to the
IRS in the fourth quarter of 2003 to satisfy the liability associated with the surrender.
The remaining $9.9 million related to the disallowed interest will be paid upon completion
of the 1995 1998 IRS audit.
7. DTI HOLDINGS, INC. AND SUBSIDIARIES BANKRUPTCY UPDATE
On December 31, 2001, a subsidiary of KLT Telecom, Holdings and its subsidiaries, Digital Teleport and Digital Teleport of Virginia, Inc., filed separate voluntary petitions in the Bankruptcy Court for the Eastern District of Missouri for reorganization under Chapter 11 of the U.S. Bankruptcy Code, which cases have been procedurally consolidated. Holdings and its two subsidiaries are collectively called DTI.
In December 2002, Digital Teleport entered into an agreement to sell substantially all of its assets (Asset Sale) to CenturyTel Fiber Company II, LLC (CenturyTel), a nominee of CenturyTel, Inc. (Asset Purchase Agreement). The Asset Sale was approved by the Bankruptcy Court on February 13, 2003, and closed on June 6, 2003. The Asset Sale produced approximately $38 million of cash proceeds, $3.8 million of which was escrowed (Escrow Funds). The Escrow Funds will be disbursed 180 days following the closing of the Asset Sale, subject to any reduction for the amount of claims by CenturyTel for breaches of representations and warranties of Digital Teleport under the Asset Purchase Agreement. Assuming full release of the Escrow Funds, the proceeds of the Asset Sale together with Digital Teleports net cash on hand are expected to total approximately $47.6 million (Anticipated Assets), which except for certain reserves was distributed in the second quarter of 2003 pursuant to the Chapter 11 plan discussed below.
Digital Teleport, Digital Teleport of Virginia and Holdings prepared a joint Chapter 11 plan (Chapter 11 Plan) and disclosure statement based on the provisions of settlement agreements which are discussed below. The Chapter 11 Plan provides that Digital Teleport, Holdings, and Digital Teleport of Virginia will be liquidated after distribution of those companies assets to their creditors pursuant to the Chapter 11 Plan The Chapter 11 Plan was confirmed by the Bankruptcy Court on June 11, 2003, and became effective on June 24, 2003.
After providing for certain reserves associated with the Escrow Funds, the MODOR Claim (as discussed below), certain administrative expenses and payment of secured and priority claims, an initial distribution of 82.5 cents on each dollar of approved claims was made by Digital Teleport to its creditors (other than KLT Telecom), a $13.8 million distribution was made by Holdings to its creditors, and an initial distribution of approximately $14.9 million was made by Digital Teleport to KLT Telecom (net of the approximate $13.8 million paid by KLT Telecom to Holdings, as discussed below). Additionally, KLT Telecom anticipates that it will realize approximately $21 million of cash tax benefits in late 2003. Pending final resolution of certain items including the Escrow Funds, the MODOR Claim and the put option of a certain minority shareholder (which is described in Note 19 of the 2002 Form 10-K), the Company recorded a net gain of $25.9 million or $0.37 per share during the second quarter 2003 related to the DTI bankruptcy. The impact on net income is primarily due to the net effect of the
25
Chapter 11 Plan confirmation and the resulting distribution, the reversal of a $15.8 million tax valuation allowance, and the reversal of a $5 million debtor in possession financing previously reserved.
Settlement agreements entered into by Digital Teleport and Holdings, which provided the basis of the Chapter 11 plan, were also approved by the Bankruptcy Court in its June 11, 2003, confirmation order. KLT Telecom, KLT Inc., KCP&L, Great Plains Energy, Digital Teleport and the Official Unsecured Creditors Committee of Digital Teleport (Creditors Committee) entered into a Settlement Agreement as of December 23, 2002 (Teleport Settlement Agreement). Under the Teleport Settlement Agreement, Digital Teleport, the Creditors Committee and three members of the Creditors Committee holding claims against Digital Teleport released claims and possible causes of action against the Company and any other entity currently or previously a member of the Great Plains Energy or KCP&L consolidated tax group, and creditors receiving payments are deemed to receive such payments in full satisfaction of their claims against Digital Teleport. In addition, the Teleport Settlement Agreement provides for the receipt by KLT Telecom of an assignment of claims of Digital Teleport, the Creditors Committee and the bankruptcy estate of Digital Teleport against any officer or director of Digital Teleport, or any other person or entity. The Teleport Settlement Agreement resolves all material issues and disputes among the parties to those agreements.
The Teleport Settlement Agreement does not, however, purport to resolve (i) three priority proofs of claim by the Missouri Department of Revenue in the aggregate amount of $2,848,446 (collectively, the MODOR Claim); (ii) an unsecured proof of claim by Gary Douglass, the former Chief Financial Officer of DTI, in the amount of $2,055,900 (Douglass Claim); or (iii) any claims by Holdings against KLT Telecom, KLT Inc., KCP&L and Great Plains Energy, or by creditors of Holdings, including the holders of $265 million of Senior Discount Notes of Holdings. However, the Holdings Settlement Agreement, discussed below, does resolve all material issues and disputes among the parties to that agreement. Digital Teleport objected to the MODOR Claim and the Douglass Claim asserting that each claim should be disallowed in full. The Bankruptcy Court conducted an evidentiary hearing regarding the MODOR Claim, and ruled substantially in favor of Digital Teleport. MODOR is appealing this ruling. The Bankruptcy Court disallowed the Douglass Claim. In lieu of an appeal or motion to reconsider the Bankruptcy Courts ruling regarding the Douglass Claim, Digital Teleport and Douglass entered into a settlement agreement, which was approved by the Bankruptcy Court, that afforded Douglass a $15,000 general unsecured claim against Digital Teleport.
The Teleport Settlement Agreement provided for a pro rata distribution from the Anticipated Assets ranging from 82.5% to 90% of the sum of (i) the non-priority unsecured claims of approximately $10.5 million held by Digital Teleports trade creditors, (ii) an amended claim of $1 million by Union Electric Co. d/b/a Ameren UE, and (iii) the allowed, non-priority unsecured portions, if any, of the MODOR Claim, with the exact percentage being determined by the extent to which the MODOR Claim is resolved in the Digital Teleport bankruptcy proceeding and is not disallowed. After the payment of administrative, secured and priority claims (which claims, excluding the MODOR Claim, are estimated to total approximately $3 million), the Teleport Settlement Agreement provided for the balance of the Anticipated Assets to be distributed to KLT Telecom, subject to the resolution of the MODOR Claim and the Douglass Claim, and subject, further, to a payment to the creditors of Holdings pursuant to the Holdings Settlement Agreement described below.
On March 14, 2003, KLT Telecom, KLT Inc., Great Plains Energy, KCP&L, Holdings, The Bank of New York (as trustee of an Indenture, as amended, relating to the Senior Discount Notes issued by Holdings) (Trustee), and three principal holders of Senior Discounted Notes (including the largest creditor) of Holdings (collectively, the Noteholders) entered into a Settlement Agreement and Plan Term Sheet (the Holdings Settlement Agreement).
26
Under the Holdings Settlement Agreement, KLT Telecom paid to the Holdings bankruptcy estate approximately $13.8 million from the distribution that KLT Telecom received under the Teleport Settlement Agreement for distribution to unsecured creditors of Holdings. In addition, Holdings, the Trustee and the Noteholders released claims and possible causes of action against the Company and any other entity currently or previously a member of the Great Plains Energy or KCP&L consolidated tax group, and creditors receiving payments are deemed to receive such payments in full satisfaction of their claims against Holdings. In addition, the Holdings Settlement Agreement provides for the receipt by KLT Telecom of an assignment of claims of Holdings, the bankruptcy estate of Holdings, the Trustee and the Noteholders against any officer or director of Holdings, or any other person or entity. The Holdings Settlement Agreement resolves all material issues and disputes among the parties to that agreement.
Within 190 days after the closure of the Asset Sale, KLT Inc. and KLT Telecom will pay a base sum of $1.6 million to certain executives of Digital Teleport for entering into employment agreements required as a condition precedent to the Asset Sale. KLT Telecom accrued the $1.6 million in the second quarter of 2003 and the amount was considered in the determination of the $25.9 million or $0.37 per share net gain related to the DTI bankruptcy recorded during the second quarter of 2003. This sum will be increased based upon the amount of Escrow Funds released to Digital Teleport, but the sum may not exceed $2.5 million (collectively, the Payment). The Payment will be made pursuant to a December 26, 2002 letter from KLT Inc. and KLT Telecom to Mr. Paul Pierron, President of Digital Teleport.
Because DTI filed for bankruptcy protection under the U.S. Bankruptcy Code, KLT Telecom no longer had control over nor could it exert significant influence over DTI. As a consequence, as of December 31, 2001, DTI was de-consolidated and was presented on the cost basis. Because of this de-consolidation, KLT Telecom did not include in its financial results the ongoing results of operations, earnings or losses incurred by DTI since December 31, 2001.
8. DISPOSITION OF OWNERSHIP INTEREST IN R.S. ANDREWS ENTERPRISES, INC.
On June 13, 2003, HSS board of directors approved a plan to dispose of its interest in residential services provider RSAE. On June 30, 2003, HSS completed the disposition of its interest in RSAE. Under terms of the agreement, HSS repaid $22 million of RSAEs outstanding debt under its bank line of credit and forgave $4 million of inter-company debt. The financial statements have been restated to reflect RSAE as discontinued operations for all periods presented as prescribed under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
27
The following table summarizes the operating results for the discontinued operations.
Three Months Ended | Year to Date | |||||||||||||
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(millions) | ||||||||||||||
Revenues | $ | 19.8 | $ | 16.2 | $ | 31.8 | $ | 28.7 | ||||||
Loss from operations before income taxes | $ | (0.4 | ) | $ | (0.2 | ) | $ | (1.6 | ) | $ | (1.4 | ) | ||
Loss on disposal before income taxes | (18.9 | ) | - | (18.9 | ) | - | ||||||||
Total loss on discontinued operations | ||||||||||||||
before income taxes | (19.3 | ) | (0.2 | ) | (20.5 | ) | (1.4 | ) | ||||||
Income tax benefit (a) | 11.8 | - | 11.8 | - | ||||||||||
Loss on discontinued operations, net | ||||||||||||||
of income taxes | $ | (7.5 | ) | $ | (0.2 | ) | $ | (8.7 | ) | $ | (1.4 | ) | ||
(a) | Since RSAE is not included in Great Plains Energy's consolidated income tax returns, | |||||||
an income tax benefit was not recognized on RSAE's 2002 losses. RSAE had continual | ||||||||
losses and therefore did not recognize tax benefits. The tax benefit reflected | ||||||||
is the tax effect of Great Plains Energy's disposition of its interest in RSAE. See Note 9 | ||||||||
on income taxes. |
Assets and liabilities of the discontinued operations were as follows:
December 31 | ||||||||
2002 | ||||||||
(millions) | ||||||||
Current assets | $ | 6.1 | ||||||
Other nonutility property and investments | 8.4 | |||||||
Goodwill | 20.0 | |||||||
Other deferred charges | 3.8 | |||||||
Total assets of discontinued operations | $ | 38.3 | ||||||
Current liabilities | $ | 32.7 | ||||||
Deferred taxes | (9.7 | ) | ||||||
Other deferred credits and liabilities | 5.1 | |||||||
Long-term debt | 6.1 | |||||||
Total liabilities of discontinued operations | $ | 34.2 | ||||||
DTI Holdings, Inc. and
subsidiaries
During the fourth quarter of 2001,
Great Plains Energy recognized a $15.8 million tax valuation allowance related to the
bankruptcy of DTI due to significant uncertainty regarding the ability to realize future
tax deductions while in the bankruptcy process. Upon the close of the Asset Sale to
CenturyTel on June 6, 2003, uncertainty no longer existed regarding the ability to realize
future tax benefits; therefore, the entire $15.8 million valuation allowance was reversed
in the second quarter of 2003. The $15.8 million tax benefit was partially offset by tax
expense associated with the income impact of the asset sale, the DIP reversal, the
estimated escrow proceeds and the Noteholder recovery.
The full amount of the tax benefits associated with the sale of DTI assets is limited by KLT Telecoms tax basis in DTI. The financial statements reflect the full tax benefit allowable considering the basis limitation.
28
The tax loss on the DTI transaction will reduce Great Plains Energys 2003 consolidated taxable income. The loss will reduce estimated tax payments by approximately $21 million, otherwise payable in late 2003.
R.S. Andrews
Enterprises, Inc.
Great Plains Energy recognized an
$11.8 million book tax benefit relating to the disposition of its interest in RSAE. This
is net of $9.7 million of tax benefits recorded in prior years. The $21.5 million total
tax benefit relates to Great Plains Energys original $30.4 million investment, the
payment of RSAE debt of $22 million and $1 million of fees pursuant to the disposition.
The disposition of RSAE resulted in a capital loss for tax purposes. Under corporate tax laws, capital losses can only be offset by capital gains. Great Plains Energy will carry back this capital loss to offset capital gains recognized on Great Plains Energys 2001 tax return. Great Plains Energy expects to realize these tax benefits in late 2004.
There was no dilutive effect on Great Plains Energys earnings per share (EPS) from other securities for the three months ended and year to date June 30, 2003 and 2002. To determine EPS, preferred stock dividend requirements are deducted from both income from continuing operations before cumulative effect of a change in accounting principle and net income before dividing by average number of common shares outstanding. The EPS impact of the loss from discontinued operations, net of income taxes, is determined by dividing the loss from discontinued operations, net of income taxes, by the average number of common shares outstanding. The EPS impact of the cumulative effect of a change in accounting principle is determined by dividing the cumulative effect of a change in accounting principle by the average number of common shares outstanding.
The following table reconciles Great Plains Energys calculation of basic and diluted EPS from continuing operations before the cumulative effect of a change in accounting principle:
Three Months Ended | Income | Shares | EPS | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2003 | (thousands except per share amounts) | ||||||||||
Income from continuing operations before cumulative effect | $ | 58,340 | |||||||||
Less: Preferred stock dividend requirement | 412 | ||||||||||
Basic EPS | |||||||||||
Income available to common stockholders | 57,928 | 69,186 | $ | 0.84 | |||||||
Add: effect of dilutive securities | 21 | ||||||||||
Diluted EPS | $ | 57,928 | 69,207 | $ | 0.84 | ||||||
Three Months Ended | Income | Shares | EPS | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2002 | (thousands except per share amounts) | ||||||||||
Income from continuing operations before cumulative effect | $ | 36,196 | |||||||||
Less: Preferred stock dividend requirement | 411 | ||||||||||
Basic EPS | |||||||||||
Income available to common stockholders | 35,785 | 61,909 | $ | 0.57 | |||||||
Add: effect of dilutive securities | - | ||||||||||
Diluted EPS | $ | 35,785 | 61,909 | $ | 0.57 | ||||||
29
Year to Date | Income | Shares | EPS | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2003 | (thousands except per share amounts) | ||||||||||
Income from continuing operations before cumulative effect | $ | 74,131 | |||||||||
Less: Preferred stock dividend requirement | 823 | ||||||||||
Basic EPS | |||||||||||
Income available to common stockholders | 73,308 | 69,188 | $ | 1.06 | |||||||
Add: effect of dilutive securities | 1 | ||||||||||
Diluted EPS | $ | 73,308 | 69,189 | $ | 1.06 | ||||||
Year to Date | Income | Shares | EPS | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2002 | (thousands except per share amounts) | ||||||||||
Income from continuing operations before cumulative effect | $ | 34,497 | |||||||||
Less: Preferred stock dividend requirement | 823 | ||||||||||
Basic EPS | |||||||||||
Income available to common stockholders | 33,674 | 61,897 | $ | 0.54 | |||||||
Add: effect of dilutive securities | - | ||||||||||
Diluted EPS | $ | 33,674 | 61,897 | $ | 0.54 | ||||||
Options to purchase 305,000 shares of common stock for year to date June 30, 2003, were excluded from the computation of diluted EPS because the option exercise prices were greater than the average market price of the common shares during the period. For the three months ended June 30, 2003, there were no anti-dilutive shares. Options to purchase 363,818 shares of common stock for the three months ended and year to date June 30, 2002, were excluded from the computation of diluted EPS because the option exercise prices were greater than the average market price of the common shares during the period.
Regulatory Assets and
Liabilities
KCP&L is subject to the
provisions of SFAS No. 71. Accordingly, KCP&L has recorded assets and liabilities on
its balance sheet resulting from the effects of the ratemaking process, which would not be
recorded under GAAP for non-regulated entities. Regulatory assets represent incurred costs
that have been deferred because they are probable of future recovery in customer rates.
Regulatory liabilities generally represent probable future reductions in revenue or
refunds to customers. KCP&Ls continued ability to meet the criteria for
application of SFAS No. 71 may be affected in the future by competitive forces and
restructuring in the electric industry. In the event that SFAS No. 71 no longer applied to
all, or a separable portion, of KCP&Ls operations, the related regulatory assets
and liabilities would be written off unless an appropriate regulatory recovery mechanism
is provided.
30
Amortization | |||||||||||
ending | June 30 | December 31 | |||||||||
period | 2003 | 2002 | |||||||||
Regulatory Assets | (millions) | ||||||||||
Taxes recoverable through future rates | $ | 100.0 | $ | 100.0 | |||||||
Coal contract termination costs | 2003 | 0.8 | 1.6 | ||||||||
Decommission and decontaminate federal | |||||||||||
uranium enrichment facilities | 2007 | 2.9 | 3.3 | ||||||||
Loss on reaquired debt | 2023 | 4.6 | 4.7 | ||||||||
January 2002 incremental ice storm costs | 2007 | 16.3 | 18.6 | ||||||||
Change in depreciable life of Wolf Creek | 3.9 | - | |||||||||
Asset retirement obligations | 14.0 | - | |||||||||
Other (a) | 2006 | 0.8 | 0.7 | ||||||||
Total Regulatory Assets | $ | 143.3 | $ | 128.9 | |||||||
Regulatory Liabilities | |||||||||||
Taxes recoverable through future rates | $ | (100.0 | ) | $ | (100.0 | ) | |||||
Emission allowances (b) | (3.8 | ) | (3.6 | ) | |||||||
Total Regulatory Liabilities | $ | (103.8 | ) | $ | (103.6 | ) | |||||
(a) | $0.5 million earns a return on investment in the rate making process. | |||||||
(b) | Consistent with the MPSC order establishing regulatory treatment, no amortization is being recorded. |
Retail Rate Matters
At the end of January 2002, a severe
ice storm occurred throughout large portions of the Midwest, including the greater Kansas
City metropolitan area. In 2002, the Kansas Corporation Commission (KCC) approved a
stipulation and agreement regarding the treatment of the Kansas portion of the ice storm
costs. Pursuant to the stipulation and agreement, KCP&L implemented a retail rate
reduction January 1, 2003, and began calculating depreciation expense on Wolf Creek using
a 60 year life instead of a 40 year life. As a result of the stipulation and agreement,
KCP&L retail revenues decreased approximately $3.0 million and $5.6 million for the
three months ended and year to date June 30, 2003 periods, respectively. Depreciation
expense decreased approximately $2.0 million and $3.9 million for the three months ended
and year to date June 30, 2003 periods, respectively. The reduction in depreciation
expense has been recorded as a regulatory asset.
In 2002, the Missouri Public Service Commission (MPSC) approved KCP&Ls application for an accounting authority order related to the Missouri jurisdictional portion of the storm costs. The order allows KCP&L to defer and amortize $20.1 million, representing the Missouri portion of the storm costs, through January 2007. The amortization began in September 2002 and will amortize approximately $4.6 million annually for the remainder of the amortization period. KCP&L amortized $1.2 million and $2.3 million of deferred ice storm costs for the three months ended and year to date June 30, 2003 periods, respectively.
The Company adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, for its stock options as of January 1, 2003. The Company has elected to use the modified prospective method of adoption as prescribed under SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. Under the modified prospective method of adoption, stock option compensation cost recognized beginning January 1, 2003, is the same as if the fair value recognition provisions of SFAS No. 123 had been applied to all stock options granted after October 1, 1995. Compensation expense recorded for the three months ended and year to date June 30, 2002, was immaterial.
31
The following table illustrates the effect on net income and EPS for Great Plains Energy if the fair value method had been applied to all periods presented.
Three Months Ended | Year to Date | |||||||||||||
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(thousands except per share amounts) | ||||||||||||||
Net income, as reported | $ | 50,886 | $ | 35,967 | $ | 65,441 | $ | 30,070 | ||||||
Pro forma net income as if fair | ||||||||||||||
value method were applied | $ | 50,886 | $ | 35,851 | $ | 65,441 | $ | 29,992 | ||||||
Basic and diluted earnings | ||||||||||||||
per common share, as reported | $ | 0.73 | $ | 0.57 | $ | 0.93 | $ | 0.47 | ||||||
Pro forma basic and diluted earnings | ||||||||||||||
per common share | $ | 0.73 | $ | 0.57 | $ | 0.93 | $ | 0.47 | ||||||
Custom Energy Holdings, L.L.C. holds 100% of the direct ownership interests in Strategic Energy. Great Plains Energy holds an 89% indirect ownership position in Strategic Energy. SE Holdings, L.L.C. (SE Holdings) owns the remaining 11% indirect ownership position in Strategic Energy. Richard Zomnir, President and Chief Executive Officer of Strategic Energy, holds a 56% interest in SE Holdings and certain other employees of Strategic Energy hold the remaining interests in SE Holdings.
SE Holdings has a put option to sell all or part of its 11% interest in Strategic Energy to Custom Energy Holdings at any time within the 90 days following January 31, 2004, under certain circumstances, at fair market value. Fair market value would be determined by the mutual agreement of the parties or if an agreement cannot be reached, by third party appraisal.
Custom Energy Holdings business and affairs are controlled and managed by a three member Management Committee composed of one representative designated by KLT Energy Services Inc. (KLT Energy Services), one representative designated by IEC, and one representative designated by SE Holdings. Certain actions (including amendment of Custom Energy Holdings operating agreement, approval of actions in contravention of the operating agreement, approval of a dissolution of Custom Energy Holdings, additional capital contributions and assumption of recourse indebtedness) require the unanimous consent of all the members of Custom Energy Holdings. Certain other actions (including mergers with Custom Energy Holdings, acquisitions by Custom Energy Holdings, assumption of non-recourse indebtedness, sales of substantial assets, approval of distributions, filing of registration statements, partition of assets, admission of new members and transfers of interests in Custom Energy Holdings) can be approved by the Management Committee, but to the extent they affect the rights, obligations, assets or business of Strategic Energy, the approval of the Strategic Energy Management Committee is also required.
Strategic Energys business and affairs are controlled and managed exclusively by a four member Management Committee composed of two representatives designated by KLT Energy Services, one representative designated by IEC and one representative designated by SE Holdings. Certain actions (including amendment of Strategic Energys operating agreement, approval of actions in contravention of the operating agreement, approval of transactions between Strategic Energy and affiliates of its members, approval of a dissolution of Strategic Energy, and assumption of recourse indebtedness) require the unanimous consent of all the Management Committee members.
32
In the normal course of business, Great Plains Energy and certain of its subsidiaries enter into various agreements providing financial or performance assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees and indemnification of letters of credit and surety bonds. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiaries intended business purposes.
As prescribed in FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness of Others, the Company began recording a liability for the fair value of the obligation it has undertaken for guarantees issued after December 31, 2002. The liability recognition requirements of FASB Interpretation No. 45 are to be applied on a prospective basis to guarantees issued or modified after December 31, 2002, while the disclosure requirements are to be applied to all guarantees. The interpretation does not encompass guarantees of the Companys own future performance, such as credit support provided to its subsidiaries. As of June 30, 2003, KCP&L recorded an immaterial amount for the fair value of guarantees issued for the residual value of vehicles and heavy equipment under an operating lease.
The following table reflects Great Plains Energys and consolidated KCP&Ls maximum potential amount of future payments that could be required under guarantees and describes those guarantees:
Guarantor | Maximum potential | Nature of Guarantee | ||||||
(millions) | ||||||||
KCP&L | $ | 12.2 | Guaranteed energy savings under agreements with several | |||||
customers that expire over the next 8 years. In most cases, a | ||||||||
subcontractor would indemnify KCP&L for any payments made | ||||||||
by KCP&L under these guarantees. | ||||||||
KCP&L | 8.5 | Guarantees for residual value of vehicles and heavy equipment | ||||||
under an operating lease. Guaranteed residual values average | ||||||||
approximately $0.7 million per year through 2013. | ||||||||
Total consolidated KCP&L | 20.7 | |||||||
Great Plains Energy | 0.9 | Great Plains Energy has guaranteed a letter of credit issued by | ||||||
Custom Energy, L.L.C. related to the sale of demand side | ||||||||
management credits. The letter of credit renews annually and | ||||||||
has 8 years remaining. | ||||||||
KLT Energy Services | - | Custom Energy, L.L.C. had indemnified construction performance | ||||||
bonds totaling $9.4 million, which were secured by KLT Energy | ||||||||
Services' $2.1 million ownership interest in Custom Energy, L.L.C. | ||||||||
On July 17, 2003, the final completion acceptance was signed | ||||||||
and the performance bonds were subsequently released. | ||||||||
Total Great Plains Energy | $ | 21.6 | ||||||
In 2001, KCP&L entered into a synthetic lease arrangement with a Trust (Lessor). At the end of the lease term (October 2006), KCP&L may choose to sell the project for the Lessor, guaranteeing to the Lessor a residual value for the Project in an amount, which may be up to 83.21% of the project cost. As a result of the new consolidation requirements of FASB Interpretation No. 46, the synthetic lease arrangement will be consolidated in the third quarter of 2003. See Note 6 for additional information regarding KCP&Ls synthetic lease arrangement.
33
Effective January 1, 2003, the Company adopted SFAS No. 143. SFAS No. 143 provides accounting requirements for the recognition and measurement of liabilities associated with the retirement of tangible long-lived assets. Under the standard, these liabilities are recognized at fair value as incurred and capitalized as part of the cost of the related long-lived asset. Accretion of the liabilities due to the passage of time is recorded as an operating expense. Retirement obligations associated with long-lived assets included within the scope of SFAS No. 143 are those for which a legal obligation exists under enacted laws, statutes, written or oral contracts, including obligations arising under the doctrine of promissory estoppel.
The adoption of SFAS No. 143 changed the accounting for and the method used to report KCP&Ls obligation to decommission its 47% share of Wolf Creek. The legal obligation to decommission Wolf Creek was incurred when the plant was placed in service in 1985. The estimated liability, recognized on KCP&Ls balance sheet at January 1, 2003, is based on a third party nuclear decommissioning study conducted in 2002. KCP&L used a credit-adjusted risk free discount rate of 6.42% to calculate the retirement obligation. This rate is based on the rate KCP&L could issue 30-year bonds, adjusted downward to reflect the portion of the anticipated costs in current year dollars that had been funded at date of adoption through the tax-qualified trust fund. The cumulative impact of prior decommissioning accruals recorded consistent with rate orders issued by the MPSC and KCC has been reversed and a new regulatory contra-asset for such amounts has been established. Amounts collected through these rate orders have been deposited in a legally restricted external trust fund. The fair market value of the trust fund was $69.1 million and $63.3 million at June 30, 2003 and December 31, 2002, respectively.
KCP&L also must recognize, where possible to estimate, the future costs to settle other legal liabilities including the removal of water intake structures on rivers, capping/filling of piping at levees following steam power plant closures and capping/closure of ash landfills. Estimates for these liabilities are based on internal engineering estimates of third party costs to remove the assets in satisfaction of legal obligations and have been discounted using credit adjusted risk free rates ranging from 5.25% to 7.50% depending on the anticipated settlement date.
KLT Gas has estimated liabilities for gas well plugging and abandonment, facility removal and surface restoration. These estimates are based upon internal estimates of third party costs to satisfy the legal obligations and have been discounted using credit adjusted risk free rates ranging from 6.00% to 7.25%, depending upon the anticipated settlement date.
Revisions to the estimated liabilities of KCP&L and KLT Gas could occur due to changes in the decommissioning or other cost estimates, extension of the nuclear operating license or changes in federal or state regulatory requirements.
On January 1, 2003, KCP&L recorded an asset retirement obligation of $99.2 million and increased property and equipment, net of accumulated depreciation, by $18.3 million. KCP&L is a regulated utility subject to the provisions of SFAS No. 71 and management believes it is probable that any differences between expenses under SFAS No. 143 and expenses recovered currently in rates will be recoverable in future rates. As a result, the $80.9 million cumulative effect of the adoption of SFAS No. 143 was recorded as a regulatory asset and therefore, had no impact on net income.
As a result of its adoption of SFAS No. 143, KLT Gas recorded an asset retirement obligation of $1.2 million, increased property and equipment by $1.0 million and increased operating expense by $0.2 million for the immaterial cumulative effect of the accounting change.
34
KCP&L has legal asset retirement obligations for certain other assets where it is not possible to estimate the time period when the obligations will be settled. Consequently, the retirement obligations cannot be measured at this time. For transmission easements obtained by condemnation, KCP&L must remove its transmission lines if the line is de-energized. It is extremely difficult to obtain siting for new transmission lines. Consequently, KCP&L does not anticipate de-energizing any of its existing lines. KCP&L also operates, under state permits, ash landfills at several of its power plants. While the life of the ash landfill at one plant can be estimated and is included in the estimated liabilities above, the future life of ash landfills at other permitted landfills cannot be estimated. KCP&L can continue to maintain permits for these landfills after the adjacent plant is closed.
The following table illustrates the effect on asset retirement obligations if the provisions of SFAS No. 143 had been applied beginning January 1, 2000. Pro forma amounts for the periods prior to the January 1, 2003, adoption were measured using assumptions consistent with the period of adoption.
Year to Date | ||||||||||||||
June 30 | ||||||||||||||
2000 | 2001 | 2002 | 2003 | |||||||||||
Consolidated KCP&L | (millions) | |||||||||||||
Asset retirement obligation beginning of period | $ | 81.9 | $ | 87.3 | $ | 93.1 | $ | 99.2 | ||||||
Additions | - | 0.1 | - | - | ||||||||||
Accretion | 5.4 | 5.7 | 6.1 | 3.2 | ||||||||||
Asset retirement obligation end of period | $ | 87.3 | $ | 93.1 | $ | 99.2 | $ | 102.4 | ||||||
Other Great Plains Energy | ||||||||||||||
Asset retirement obligation beginning of period | $ | 0.9 | $ | 0.9 | $ | 1.1 | $ | 1.2 | ||||||
Additions | - | 0.1 | - | - | ||||||||||
Accretion | - | 0.1 | 0.1 | 0.1 | ||||||||||
Asset retirement obligation end of period | $ | 0.9 | $ | 1.1 | $ | 1.2 | $ | 1.3 | ||||||
Consolidated Great Plains Energy | ||||||||||||||
Asset retirement obligation beginning of period | $ | 82.8 | $ | 88.2 | $ | 94.2 | $ | 100.4 | ||||||
Additions | - | 0.2 | - | - | ||||||||||
Accretion | 5.4 | 5.8 | 6.2 | 3.3 | ||||||||||
Asset retirement obligation end of period | $ | 88.2 | $ | 94.2 | $ | 100.4 | $ | 103.7 | ||||||
Great Plains Energy
Great Plains Energy has three
reportable segments based on its method of internal reporting, which generally segregates
the reportable segments based on products and services, management responsibility and
regulation. The three reportable business segments are: (1) KCP&L, an integrated,
regulated electric utility, generates, transmits and distributes electricity; (2)
Strategic Energy provides power supply coordination services by entering into long-term
contracts with its customers to supply electricity Strategic Energy purchases under
long-term contracts, operating in several electricity markets offering retail choice; and
(3) KLT Gas explores for, develops, and produces unconventional natural gas resources,
including coalbed methane properties. Other includes the operations of HSS and
GPP, all KLT Inc. operations other than Strategic Energy and KLT Gas, unallocated
corporate charges and intercompany eliminations. The summary of significant accounting
policies applies to all of the reportable segments. Segment performance is evaluated based
on net income.
35
The tables below reflect summarized financial information concerning Great Plains Energys reportable segments. Prior year information has been reclassified to conform to the current presentation.
Three Months Ended | Strategic | Great Plains | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2003 | KCP&L | Energy | KLT Gas | Other | Energy | ||||||||||||
(millions) | |||||||||||||||||
Operating revenues | $ | 247.3 | $ | 255.2 | $ | 0.3 | $ | 0.5 | $ | 503.3 | |||||||
Depreciation and depletion | (34.7 | ) | (0.4 | ) | (0.1 | ) | (0.4 | ) | (35.6 | ) | |||||||
Loss from equity investments | - | - | - | (0.3 | ) | (0.3 | ) | ||||||||||
Interest charges | (17.6 | ) | (0.2 | ) | (0.4 | ) | (1.2 | ) | (19.4 | ) | |||||||
Income taxes | (13.7 | ) | (7.6 | ) | 0.3 | 11.4 | (9.6 | ) | |||||||||
Loss from discontinued operations | - | - | - | (7.5 | ) | (7.5 | ) | ||||||||||
Net income (loss) | 22.3 | 9.6 | (0.6 | ) | 19.6 | 50.9 | |||||||||||
Three Months Ended | Strategic | Great Plains | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2002 | KCP&L | Energy | KLT Gas | Other | Energy | ||||||||||||
(millions) | |||||||||||||||||
Operating revenues | $ | 247.2 | $ | 201.2 | $ | (0.1 | ) | $ | 0.8 | $ | 449.1 | ||||||
Depreciation and depletion | (36.1 | ) | (0.2 | ) | (0.1 | ) | (0.4 | ) | (36.8 | ) | |||||||
Loss from equity investments | - | - | - | (0.3 | ) | (0.3 | ) | ||||||||||
Interest charges | (21.1 | ) | (0.1 | ) | - | (1.9 | ) | (23.1 | ) | ||||||||
Income taxes | (17.9 | ) | (5.8 | ) | 2.5 | 7.4 | (13.8 | ) | |||||||||
Loss from discontinued operations | - | - | - | (0.2 | ) | (0.2 | ) | ||||||||||
Net income (loss) | 27.3 | 8.2 | (0.3 | ) | 0.8 | 36.0 | |||||||||||
Year to Date | Strategic | Great Plains | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2003 | KCP&L | Energy | KLT Gas | Other | Energy | ||||||||||||
(millions) | |||||||||||||||||
Operating revenues | $ | 481.7 | $ | 484.4 | $ | 0.7 | $ | 1.1 | $ | 967.9 | |||||||
Depreciation and depletion | (69.3 | ) | (0.7 | ) | (0.4 | ) | (0.7 | ) | (71.1 | ) | |||||||
Loss from equity investments | - | - | - | (0.6 | ) | (0.6 | ) | ||||||||||
Interest charges | (35.4 | ) | (0.3 | ) | (0.6 | ) | (2.6 | ) | (38.9 | ) | |||||||
Income taxes | (24.4 | ) | (15.2 | ) | 4.4 | 18.5 | (16.7 | ) | |||||||||
Loss from discontinued operations | - | - | - | (8.7 | ) | (8.7 | ) | ||||||||||
Net income (loss) | 35.7 | 19.4 | (7.1 | ) | 17.4 | 65.4 | |||||||||||
Year to Date | Strategic | Great Plains | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2002 | KCP&L | Energy | KLT Gas | Other | Energy | ||||||||||||
(millions) | |||||||||||||||||
Operating revenues | $ | 446.1 | $ | 347.6 | $ | 0.1 | $ | 1.6 | $ | 795.4 | |||||||
Depreciation and depletion | (71.9 | ) | (0.4 | ) | (0.4 | ) | (0.8 | ) | (73.5 | ) | |||||||
Loss from equity investments | - | - | - | (0.6 | ) | (0.6 | ) | ||||||||||
Interest charges | (40.1 | ) | (0.2 | ) | - | (3.2 | ) | (43.5 | ) | ||||||||
Income taxes | (11.3 | ) | (10.6 | ) | 4.8 | 15.9 | (1.2 | ) | |||||||||
Loss from discontinued operations | - | - | - | (1.4 | ) | (1.4 | ) | ||||||||||
Cumulative effect of a change | |||||||||||||||||
in accounting principle | - | - | - | (3.0 | ) | (3.0 | ) | ||||||||||
Net income (loss) | 20.4 | 15.1 | (0.4 | ) | (5.0 | ) | 30.1 | ||||||||||
36
Strategic | KLT | Great Plains | |||||||||||||||
KCP&L | Energy | Gas | Other | Energy | |||||||||||||
June 30, 2003 | (millions) | ||||||||||||||||
Assets | $ | 3,150.0 | $ | 335.9 | $ | 44.5 | $ | 91.8 | $ | 3,622.2 | |||||||
Capital and investment expenditures (a) | 81.4 | 1.3 | 7.0 | - | 89.7 |
December 31, 2002 | (millions) | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets | $ | 3,084.5 | $ | 226.0 | $ | 49.8 | $146.4 | $ | 3,506.7 | ||||||||
Capital and investment expenditures (a) | 135.5 | 2.1 | 8.7 | 3.5 | 149.8 | ||||||||||||
(a) | Capital and investment expenditures reflect year to date amounts for the periods presented. |
Consolidated KCP&L
The table below reflects summarized
financial information concerning consolidated KCP&Ls reportable segment. Other
includes the operations of HSS and immaterial intercompany eliminations.
Three Months Ended | Consolidated | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2003 | KCP&L | Other | KCP&L | |||||||||||
(millions) | ||||||||||||||
Operating revenues | $ | 247.3 | $ | 0.6 | $ | 247.9 | ||||||||
Depreciation and depletion | (34.7 | ) | (0.3 | ) | (35.0 | ) | ||||||||
Interest charges | (17.6 | ) | - | (17.6 | ) | |||||||||
Income taxes | (13.7 | ) | 0.3 | (13.4 | ) | |||||||||
Loss from discontinued operations | - | (7.5 | ) | (7.5 | ) | |||||||||
Net income (loss) | 22.3 | (7.8 | ) | 14.5 | ||||||||||
Three Months Ended | Consolidated | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2002 | KCP&L | Other | KCP&L | |||||||||||
(millions) | ||||||||||||||
Operating revenues | $ | 247.2 | $ | 0.7 | $ | 247.9 | ||||||||
Depreciation and depletion | (36.1 | ) | (0.3 | ) | (36.4 | ) | ||||||||
Interest charges | (21.1 | ) | (0.1 | ) | (21.2 | ) | ||||||||
Income taxes | (17.9 | ) | 0.1 | (17.8 | ) | |||||||||
Loss from discontinued operations | - | (0.2 | ) | (0.2 | ) | |||||||||
Net income (loss) | 27.3 | (0.2 | ) | 27.1 | ||||||||||
Year to Date | Consolidated | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2003 | KCP&L | Other | KCP&L | |||||||||||
(millions) | ||||||||||||||
Operating revenues | $ | 481.7 | $ | 1.1 | $ | 482.8 | ||||||||
Depreciation and depletion | (69.3 | ) | (0.6 | ) | (69.9 | ) | ||||||||
Interest charges | (35.4 | ) | - | (35.4 | ) | |||||||||
Income taxes | (24.4 | ) | 0.4 | (24.0 | ) | |||||||||
Loss from discontinued operations | - | (8.7 | ) | (8.7 | ) | |||||||||
Net income (loss) | 35.7 | (9.3 | ) | 26.4 | ||||||||||
37
Year to Date | Consolidated | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2002 | KCP&L | Other | KCP&L | |||||||||||
(millions) | ||||||||||||||
Operating revenues | $ | 446.1 | $ | 1.5 | $ | 447.6 | ||||||||
Depreciation and depletion | (71.9 | ) | (0.7 | ) | (72.6 | ) | ||||||||
Interest charges | (40.1 | ) | (0.1 | ) | (40.2 | ) | ||||||||
Income taxes | (11.3 | ) | - | (11.3 | ) | |||||||||
Loss from discontinued operations | - | (1.4 | ) | (1.4 | ) | |||||||||
Cumulative effect of a change | ||||||||||||||
in accounting principle | - | (3.0 | ) | (3.0 | ) | |||||||||
Net income (loss) | 20.4 | (4.3 | ) | 16.1 | ||||||||||
Consolidated | ||||||||||||||
KCP&L | Other | KCP&L | ||||||||||||
June 30, 2003 | (millions) | |||||||||||||
Assets | $ | 3,150.0 | $ | 16.5 | $ | 3,166.5 | ||||||||
Capital and investment expenditures (a) | 81.4 | - | 81.4 | |||||||||||
December 31, 2002 | ||||||||||||||
Assets | $ | 3,084.5 | $ | 54.7 | $ | 3,139.2 | ||||||||
Capital and investment expenditures (a) | 135.5 | 0.1 | 135.6 | |||||||||||
(a) | Capital and investment expenditures reflect year to date amounts for the periods presented. |
The Companys activities expose it to a variety of market risks including interest rates and commodity prices. Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on its operating results. The Companys risk management activities, including the use of derivatives, are subject to the management, direction and control of internal risk management committees.
The Companys interest rate risk management strategy uses derivative instruments to adjust the Companys liability portfolio to optimize the mix of fixed and floating rate debt within an established range. The Company maintains commodity-price risk management strategies that use derivative instruments to minimize significant, unanticipated earnings fluctuations caused by commodity price volatility. Derivative instruments are recorded on the balance sheet as an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met.
Interest Rate Risk
Management
KCP&L utilizes interest rate
management derivatives to adjust its liability portfolio to optimize the mix of fixed and
floating rate debt within an established range.
In 2002, KCP&L remarketed its 1998 Series A, B, and D Environmental Improvement Revenue Refunding (EIRR) bonds totaling $146.5 million to a 5-year fixed interest rate of 4.75% ending October 1, 2007. Simultaneously with the remarketing, KCP&L entered into an interest rate swap for the $146.5 million based on LIBOR to effectively create a floating interest rate obligation. The transaction is a fair value hedge with the assumption of no ineffectiveness. Changes in the fair market value of the swap are recorded on the balance sheet as an asset with an offset to the respective debt balances with no impact on earnings. At June 30, 2003, the fair value of the swap was $7.7 million.
38
KCP&L had two interest rate swap agreements in place to fix the interest rate on $30 million of floating-rate long-term debt. The swap agreements expired in June 2003.
Commodity Risk Management
KCP&Ls risk management
policy is to use derivative hedge instruments to mitigate its exposure to market price
fluctuations on a portion of its projected gas generation requirements for retail and firm
wholesale sales. These hedging instruments are designated as cash flow hedges. The fair
market values of these instruments are recorded as current assets or current liabilities.
When the gas is purchased and to the extent the hedge is effective at mitigating the
impact of a change in the purchase price of gas, the amounts in other comprehensive income
(OCI) are reclassified to the consolidated income statement. To the extent that the hedges
are not effective, the ineffective portion of the changes in fair market value is recorded
directly in fuel expense.
Strategic Energy maintains a commodity-price risk management strategy that uses forward physical energy purchases and derivative instruments to minimize significant, unanticipated earnings fluctuations caused by commodity-price volatility.
As a result of supplying electricity to retail customers under fixed rate contracts, Strategic Energys policy is to match customers projected demand with fixed price purchases. In certain markets where Strategic Energy operates, entering into forward fixed price contracts is cost prohibitive. By entering into swap contracts for a portion of its forecasted purchases in these markets, the future purchase price of electricity is effectively fixed under these swap contracts protecting Strategic Energy from price volatility. The swap contracts limit the unfavorable effect that price increases will have on electricity purchases. The majority of the swap agreements are designated as cash flow hedges resulting in the difference between the market value of energy and the hedge value being recorded as other comprehensive income (loss). To the extent that the hedges are not effective, the ineffective portion of the changes in fair market value is recorded directly in purchased power.
In March 2003, Strategic Energy initiated a termination agreement with a swap counterparty due to credit and performance concerns. Strategic Energy received a $4.8 million fair value settlement. The swap was designated as a cash flow hedge of a forecasted transaction and Strategic Energy management believes the forecasted transaction will occur. During the second quarter, Strategic Energy reclassified $1.6 million to earnings. The remaining $3.2 million will be reclassified to earnings in the third and fourth quarters of 2003, the remaining term of the underlying forecasted transaction.
KLT Gas risk management policy is to use firm sales agreements or financial hedge instruments to mitigate its exposure to market price fluctuations on up to 85% of its daily natural gas production. KLT Gas is currently developing and testing gas properties; therefore, no production was hedged in 2002 or 2003.
SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities is effective for contracts entered into or modified after June 30, 2003. The accounting profession is currently considering differing interpretations of the provisions of this statement therefore, the effects, if any, on Great Plains Energys and consolidated KCP&Ls financial condition and results of operations have not yet been determined.
39
The amounts recorded related to the cash flow hedges in OCI are summarized in the following tables:
Great Plains Energy activity for the three months ended June 30, 2003 | ||||||||||||||
Increase | ||||||||||||||
(Decrease) in | ||||||||||||||
March 31 | Comprehensive | June 30 | ||||||||||||
2003 | Income | Reclassified | 2003 | |||||||||||
Assets | (millions) | |||||||||||||
Cash | $ | 4.8 | $ | - | $ | (1.6 | ) | $ | 3.2 | |||||
Other current assets | 5.9 | 0.5 | (1.2 | ) | 5.2 | |||||||||
Other deferred charges | - | 0.2 | - | 0.2 | ||||||||||
Liabilities and capitalization | ||||||||||||||
Other current liabilities | (2.2 | ) | (3.7 | ) | 0.4 | (5.5 | ) | |||||||
Other comprehensive | ||||||||||||||
income | (4.5 | ) | 2.3 | 1.2 | (1.0 | ) | ||||||||
Deferred income taxes | (3.4 | ) | 1.8 | 0.9 | (0.7 | ) | ||||||||
Other deferred credits | (0.6 | ) | (1.1 | ) | 0.3 | (1.4 | ) | |||||||
Consolidated KCP&L activity for the three months ended June 30, 2003 | ||||||||||||||
Increase | ||||||||||||||
(Decrease) in | ||||||||||||||
March 31 | Comprehensive | June 30 | ||||||||||||
2003 | Income | Reclassified | 2003 | |||||||||||
Assets | (millions) | |||||||||||||
Other current assets | $ | 1.6 | $ | (0.1 | ) | $ | - | $ | 1.5 | |||||
Liabilities and capitalization | ||||||||||||||
Other comprehensive | ||||||||||||||
income | (1.0 | ) | 0.1 | - | (0.9 | ) | ||||||||
Deferred income taxes | (0.6 | ) | - | - | (0.6 | ) | ||||||||
Great Plains Energy activity for the three months ended June 30, 2002 | ||||||||||||||
Increase | ||||||||||||||
(Decrease) in | ||||||||||||||
March 31 | Comprehensive | June 30 | ||||||||||||
2002 | Income | Reclassified | 2002 | |||||||||||
Assets | (millions) | |||||||||||||
Other current assets | $ | 0.8 | $ | (0.5 | ) | $ | (0.2 | ) | $ | 0.1 | ||||
Other deferred charges | 0.3 | 0.2 | - | 0.5 | ||||||||||
Liabilities and capitalization | ||||||||||||||
Other current liabilities | (7.4 | ) | (3.4 | ) | 2.9 | (7.9 | ) | |||||||
Other comprehensive | ||||||||||||||
income | 7.2 | - | (1.3 | ) | 5.9 | |||||||||
Deferred income taxes | 5.1 | - | (1.0 | ) | 4.1 | |||||||||
Other deferred credits | (6.0 | ) | 3.7 | (0.4 | ) | (2.7 | ) | |||||||
40
Consolidated KCP&L activity for the three months ended June 30, 2002 | ||||||||||||||
Increase | ||||||||||||||
(Decrease) in | ||||||||||||||
March 31 | Comprehensive | June 30 | ||||||||||||
2002 | Income | Reclassified | 2002 | |||||||||||
Assets | (millions) | |||||||||||||
Other current assets | $ | 0.4 | $ | (0.2 | ) | $ | (0.2 | ) | $ | - | ||||
Liabilities and capitalization | ||||||||||||||
Other comprehensive | ||||||||||||||
income | (0.3 | ) | 0.2 | 0.1 | - | |||||||||
Deferred income taxes | (0.1 | ) | - | 0.1 | - | |||||||||
Great Plains Energy activity year to date June 30, 2003 | ||||||||||||||
Increase | ||||||||||||||
(Decrease) in | ||||||||||||||
December 31 | Comprehensive | June 30 | ||||||||||||
2002 | Income | Reclassified | 2003 | |||||||||||
Assets | (millions) | |||||||||||||
Cash | $ | - | $ | 4.8 | $ | (1.6 | ) | $ | 3.2 | |||||
Other current assets | 3.0 | 7.4 | (5.2 | ) | 5.2 | |||||||||
Other deferred charges | - | 0.2 | - | 0.2 | ||||||||||
Liabilities and capitalization | ||||||||||||||
Other current liabilities | (1.6 | ) | (2.1 | ) | (1.8 | ) | (5.5 | ) | ||||||
Other comprehensive | ||||||||||||||
income | (0.9 | ) | (4.4 | ) | 4.3 | (1.0 | ) | |||||||
Deferred income taxes | (0.7 | ) | (3.3 | ) | 3.3 | (0.7 | ) | |||||||
Other deferred credits | 0.2 | (2.6 | ) | 1.0 | (1.4 | ) | ||||||||
Consolidated KCP&L activity year to date June 30, 2003 | ||||||||||||||
Increase | ||||||||||||||
(Decrease) in | ||||||||||||||
December 31 | Comprehensive | June 30 | ||||||||||||
2002 | Income | Reclassified | 2003 | |||||||||||
Assets | (millions) | |||||||||||||
Other current assets | $ | 0.3 | $ | 1.2 | $ | - | $ | 1.5 | ||||||
Liabilities and capitalization | ||||||||||||||
Other comprehensive | ||||||||||||||
income | (0.2 | ) | (0.7 | ) | - | (0.9 | ) | |||||||
Deferred income taxes | (0.1 | ) | (0.5 | ) | - | (0.6 | ) | |||||||
41
Great Plains Energy activity year to date June 30, 2002 | ||||||||||||||
Increase | ||||||||||||||
(Decrease) in | ||||||||||||||
December 31 | Comprehensive | June 30 | ||||||||||||
2001 | Income | Reclassified | 2002 | |||||||||||
Assets | (millions) | |||||||||||||
Other current assets | $ | (0.2 | ) | $ | 0.4 | $ | (0.1 | ) | $ | 0.1 | ||||
Other deferred debits | - | 0.5 | - | 0.5 | ||||||||||
Liabilities and capitalization | ||||||||||||||
Other current liabilities | (12.7 | ) | (1.0 | ) | 5.8 | (7.9 | ) | |||||||
Other comprehensive | ||||||||||||||
income | 12.1 | (3.4 | ) | (2.8 | ) | 5.9 | ||||||||
Deferred income taxes | 8.5 | (2.4 | ) | (2.0 | ) | 4.1 | ||||||||
Other deferred credits | (7.7 | ) | 5.9 | (0.9 | ) | (2.7 | ) | |||||||
Consolidated KCP&L activity year to date June 30, 2002 | ||||||||||||||
Increase | ||||||||||||||
(Decrease) in | ||||||||||||||
December 31 | Comprehensive | June 30 | ||||||||||||
2001 | Income | Reclassified | 2002 | |||||||||||
Assets | (millions) | |||||||||||||
Other current assets | $ | (0.2 | ) | $ | 0.3 | $ | (0.1 | ) | $ | - | ||||
Liabilities and capitalization | ||||||||||||||
Other current liabilities | (0.1 | ) | 0.1 | - | - | |||||||||
Other comprehensive | ||||||||||||||
income | 0.2 | (0.2 | ) | - | - | |||||||||
Deferred income taxes | 0.1 | (0.2 | ) | 0.1 | - | |||||||||
Reclassified to earnings for the three months ended June 30, | ||||||||||||||
Great Plains Energy | Consolidated KCP&L | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(millions) | ||||||||||||||
Gas revenues | $ | - | $ | (0.2 | ) | $ | - | $ | - | |||||
Fuel expense | - | 0.2 | - | 0.2 | ||||||||||
Purchased power expense | 2.4 | (2.7 | ) | - | - | |||||||||
Minority interest | (0.3 | ) | 0.4 | - | - | |||||||||
Income taxes | (0.9 | ) | 1.0 | - | (0.1 | ) | ||||||||
Other comprehensive income | $ | 1.2 | $ | (1. | 3) | $ | - | $ | 0.1 | |||||
Reclassified to earnings year to date June 30, | ||||||||||||||
Great Plains Energy | Consolidated KCP&L | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(millions) | ||||||||||||||
Gas revenues | $ | - | $ | (0.2 | ) | $ | - | $ | - | |||||
Fuel expense | - | 0.1 | - | 0.1 | ||||||||||
Purchased power expense | 8.6 | (5.6 | ) | - | - | |||||||||
Minority interest | (1.0 | ) | 0.9 | - | - | |||||||||
Income taxes | (3.3 | ) | 2.0 | - | (0.1 | ) | ||||||||
Other comprehensive income | $ | 4.3 | $ | (2.8 | ) | $ | - | $ | - | |||||
42
In June 2001, the FASB issued SFAS No. 141, Business Combinations, which requires the purchase method of accounting for business combinations initiated after June 30, 2001. In July 2001, the FASB also issued SFAS No. 142, Goodwill and Other Intangible Assets, which discontinues the practice of amortizing goodwill and indefinite lived intangible assets and initiates an annual review for impairment. Intangible assets with a determinable useful life will continue to be amortized over that period. The amortization provisions apply to goodwill and intangible assets acquired after June 30, 2001. SFAS No. 141 and 142 clarify that more assets should be distinguished and classified between tangible and intangible. KLT Gas did not change or reclassify contractual mineral rights included in gas property and investments on Great Plains Energys consolidated balance sheet upon adoption of SFAS No. 142. KLT Gas management believes its classification of such mineral rights under the full cost method of accounting for natural gas properties, which is consistent with industry practice, is appropriate. However, the accounting profession and others are engaged in industry-wide deliberations regarding whether SFAS No. 141 and 142 require contractual mineral rights to be classified as intangible assets. Based on the results of the deliberations, if management determines reclassification is necessary, KLT Gas gas property and investments would be reduced by $8.3 million and $6.0 million and intangible assets would have increased by a like amount at June 30, 2003, and December 31, 2002, respectively, representing cost incurred from the effective date of June 30, 2001. The provisions of SFAS No. 141 and 142 impact only the balance sheet and associated footnote disclosure, and any required reclassification would not impact Great Plains Energys cash flows or results of operations.
43
The Managements Discussion and Analysis of Financial Condition and Results of Operations that follow are a combined presentation for Great Plains Energy and KCP&L, both registrants under this filing. The discussion and analysis by management focuses on those factors that had a material effect on the financial condition and results of operations of the registrants during the periods presented. It should be read in conjunction with the accompanying consolidated financial statements and related notes and with the managements discussion and analysis included in the companies 2002 annual report on Form 10-K.
Losses in prior periods related to the operations of RSAE have been reclassified and are presented as discontinued operations due to the June 2003 disposition of RSAE.
Great Plains Energy
Incorporated
As a diversified energy company,
Great Plains Energys reportable business segments include:
o | KCP&L, an integrated, regulated electric utility in the states of Missouri and Kansas, provides reliable, affordable | ||
electricity to retail customers; | |||
o | Strategic Energy provides power supply coordination services by entering into long-term contracts with its customers | ||
to supply electricity Strategic Energy purchases under long-term contracts, operating in several electricity markets | |||
offering retail choice, including Pennsylvania, California, Ohio, New York, Massachusetts, Texas, Michigan and New | |||
Jersey; and | |||
o | KLT Gas explores for, develops and produces unconventional natural gas resources. |
The Companys goal is to become a premier diversified energy company that achieves annual growth in earnings per share in a financially disciplined manner. To achieve this goal, Great Plains Energy intends to focus on its three reportable segments of business:
o | Stressing operational excellence in the utility operations of KCP&L; | ||
o | Expanding Strategic Energy's business model in new and existing markets; and | ||
o | Developing KLT Gas into a leading unconventional natural gas exploration company. |
Regulatory Matters
At the end of January 2002, a severe
ice storm occurred throughout large portions of the Midwest, including the greater Kansas
City metropolitan area. In 2002, the KCC approved a stipulation and agreement regarding
the treatment of the Kansas portion of the ice storm costs. Pursuant to the stipulation
and agreement, KCP&L implemented a retail rate reduction January 1, 2003, and began
calculating depreciation expense on Wolf Creek using a 60 year life instead of a 40 year
life. As a result of the stipulation and agreement, KCP&L retail revenues decreased
approximately $3.0 million and $5.6 million for the three months ended and year to date
June 30, 2003 periods, respectively. Depreciation expense decreased approximately $2.0
million and $3.9 million for the three months ended and year to date June 30, 2003
periods, respectively. The reduction in depreciation expense has been recorded as a
regulatory asset.
In 2002, the MPSC approved KCP&Ls application for an accounting authority order related to the Missouri jurisdictional portion of the storm costs. The order allows KCP&L to defer and amortize $20.1 million, representing the Missouri portion of the storm costs, through January 2007. The amortization began in September 2002 and will amortize approximately $4.6 million annually for the remainder of the
44
amortization period. KCP&L amortized $1.2 million and $2.3 million of deferred ice storm costs for the three months ended and year to date June 30, 2003 periods, respectively.
Asset Retirement
Obligations
Effective January 1, 2003, the
Company adopted SFAS No. 143. SFAS No. 143 provides accounting requirements for the
recognition and measurement of liabilities associated with the retirement of tangible
long-lived assets. Under the standard, these liabilities are recognized at fair value as
incurred and capitalized as part of the cost of the related long-lived asset. Accretion of
the liabilities due to the passage of time is recorded as an operating expense. Retirement
obligations associated with long-lived assets included within the scope of SFAS No. 143
are those for which a legal obligation exists under enacted laws, statutes written or oral
contracts, including obligations arising under the doctrine of promissory estoppel.
The adoption of SFAS No. 143 changed the accounting for and the method used to report KCP&Ls obligation to decommission its 47% share of Wolf Creek. The legal obligation to decommission Wolf Creek was incurred when the plant was placed in service in 1985. The estimated liability, recognized on KCP&Ls balance sheet at January 1, 2003, is based on a third party nuclear decommissioning study conducted in 2002. KCP&L used a credit-adjusted risk free discount rate of 6.42% to calculate the retirement obligation. This rate is based on the rate KCP&L could issue 30-year bonds, adjusted downward to reflect the portion of the anticipated costs in current year dollars that had been funded at date of adoption through the tax-qualified trust fund. The cumulative impact of prior decommissioning accruals recorded consistent with rate orders issued by the MPSC and KCC has been reversed and a new regulatory contra-asset for such amounts has been established. Amounts collected through these rate orders have been deposited in a legally restricted external trust fund. The fair market value of the trust fund was $69.1 million and $63.3 million at June 30, 2003 and December 31, 2002, respectively.
KCP&L also must recognize, where possible to estimate, the future costs to settle other legal liabilities including the removal of water intake structures on rivers, capping/filling of piping at levees following steam power plant closures and capping/closure of ash landfills. Estimates for these liabilities are based on internal engineering estimates of third party costs to remove the assets in satisfaction of legal obligations and have been discounted using credit adjusted risk free rates ranging from 5.25% to 7.50% depending on the anticipated settlement date.
KLT Gas has estimated liabilities for gas well plugging and abandonment, facility removal and surface restoration. These estimates are based upon internal estimates of third party costs to satisfy the legal obligations and have been discounted using credit adjusted risk free rates ranging from 6.00% to 7.25%, depending upon the anticipated settlement date.
Revisions to the estimated liabilities of KCP&L and KLT Gas could occur due to changes in the decommissioning or other cost estimates, extension of the nuclear operating license or changes in federal or state regulatory requirements.
On January 1, 2003, KCP&L recorded an asset retirement obligation of $99.2 million and increased property and equipment, net of accumulated depreciation, by $18.3 million. KCP&L is a regulated utility subject to the provisions of SFAS No. 71 and management believes it is probable that any differences between expenses under SFAS No. 143 and expenses recovered currently in rates will be recoverable in future rates. As a result, the $80.9 million cumulative effect of the adoption of SFAS No. 143 was recorded as a regulatory asset and therefore, had no impact on net income.
As a result of its adoption of SFAS No. 143, KLT Gas recorded an asset retirement obligation of $1.2 million, increased property and equipment by $1.0 million and increased operating expense by $0.2 million for the immaterial cumulative effect of the accounting change.
45
If the provisions of SFAS No. 143 had been applied to the consolidated balance sheets presented, Consolidated KCP&Ls liability for asset retirement obligations would have been $99.2 million at December 31, 2002. Great Plains Energys liability for asset retirement obligations at December 31, 2002, would have been $100.4 million, reflecting consolidated KCP&Ls liability and the KLT Gas liability of $1.2 million.
KCP&L has legal asset retirement obligations for certain other assets where it is not possible to estimate the time period when the obligations will be settled. Consequently, the retirement obligations cannot be measured at this time. For transmission easements obtained by condemnation, KCP&L must remove its transmission lines if the line is de-energized. It is extremely difficult to obtain siting for new transmission lines. Consequently, KCP&L does not anticipate de-energizing any of its existing lines. KCP&L also operates, under state permits, ash landfills at several of its power plants. While the life of the ash landfill at one plant can be estimated and is included in the estimated liabilities above, the future life of ash landfills at other permitted landfills cannot be estimated. KCP&L can continue to maintain permits for these landfills after the adjacent plant is closed.
Although the liability for Wolf Creek decommissioning costs recorded under the new asset retirement obligations method will be substantially the same at the end of Wolf Creeks life as the liability that would have been recorded under the former ratemaking method, the rate at which the liability will increase will be different under the two methods. In the near term, the asset retirement obligations liability will be higher than the liability under the former method. Because KCP&L is subject to SFAS No. 71, the difference in the recognition of the liability will have no impact on earnings.
Prior to the adoption of SFAS No. 143, KLT Gas did not record separate asset retirement costs and liabilities, or the associated depreciation and accretion. Under the full cost method of accounting followed by KLT Gas, estimated dismantlement and abandonment costs, net of estimated salvage values, were recorded to the property cost to be amortized. Under SFAS No. 143, KLT Gas reserve for depreciation and asset retirement liabilities will increase systematically over the asset life up to the time of settlement with corresponding charges to expense.
46
Three Months Ended | Year to Date | |||||||||||||
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(millions) | ||||||||||||||
Operating revenues | $ | 503.3 | $ | 449.1 | $ | 967.9 | $ | 795.4 | ||||||
Fuel | (37.1 | ) | (35.4 | ) | (74.5 | ) | (69.4 | ) | ||||||
Purchased power - KCP&L | (15.8 | ) | (12.3 | ) | (31.9 | ) | (23.2 | ) | ||||||
Purchased power - Strategic Energy | (226.1 | ) | (175.9 | ) | (426.0 | ) | (300.9 | ) | ||||||
Revenues, net of | ||||||||||||||
fuel and purchased power | 224.3 | 225.5 | 435.5 | 401.9 | ||||||||||
Other operating expenses | (119.6 | ) | (110.6 | ) | (237.9 | ) | (234.3 | ) | ||||||
Depreciation and depletion | (35.6 | ) | (36.8 | ) | (71.1 | ) | (73.5 | ) | ||||||
Loss on property | 20.6 | 0.1 | 11.6 | - | ||||||||||
Operating income | 89.7 | 78.2 | 138.1 | 94.1 | ||||||||||
Loss from equity investments | (0.3 | ) | (0.3 | ) | (0.6 | ) | (0.6 | ) | ||||||
Non-operating income (expenses) | (2.0 | ) | (4.8 | ) | (7.8 | ) | (14.3 | ) | ||||||
Interest charges | (19.4 | ) | (23.1 | ) | (38.9 | ) | (43.5 | ) | ||||||
Income taxes | (9.6 | ) | (13.8 | ) | (16.7 | ) | (1.2 | ) | ||||||
Discontinued operations | (7.5 | ) | (0.2 | ) | (8.7 | ) | (1.4 | ) | ||||||
Cumulative effect of a change | ||||||||||||||
in accounting principle | - | - | - | (3.0 | ) | |||||||||
Net income | 50.9 | 36.0 | 65.4 | 30.1 | ||||||||||
Preferred dividends | (0.4 | ) | (0.5 | ) | (0.8 | ) | (0.9 | ) | ||||||
Earnings available for common stock | $ | 50.5 | $ | 35.5 | $ | 64.6 | $ | 29.2 | ||||||
Three months ended June
30, 2003 compared to June 30, 2002
Great Plains Energys three
months ended June 30, 2003 earnings, as detailed in the table below, increased to $50.5
million, or $0.73 per share, from $35.5 million, or $0.57 per share, compared to the same
period of 2002. The issuance of 6.9 million shares in November 2002 diluted three months
ended 2003 earnings per share $0.08.
Earnings per Great | ||||||||||||||
Earnings (Loss) | Plains Energy Share | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(millions) | ||||||||||||||
Three Months Ended June 30 | ||||||||||||||
KCP&L | $ | 22.3 | $ | 27.3 | $ | 0.32 | $ | 0.44 | ||||||
Subsidiary operations | (0.3 | ) | - | - | - | |||||||||
Discontinued operations | (7.5 | ) | (0.2 | ) | (0.11 | ) | - | |||||||
Consolidated KCP&L | 14.5 | 27.1 | 0.21 | 0.44 | ||||||||||
Strategic Energy | 9.6 | 8.2 | 0.14 | 0.13 | ||||||||||
KLT Gas | (0.6 | ) | (0.3 | ) | (0.01 | ) | - | |||||||
Other non-regulated operations | 27.0 | 0.5 | 0.39 | - | ||||||||||
Total | $ | 50.5 | $ | 35.5 | $ | 0.73 | $ | 0.57 | ||||||
KCP&L earnings decreased $5.0 million for the three months ended June 30, 2003, compared to the same period of 2002. KCP&L revenue, net of fuel and purchased power decreased $5.1 million primarily due to decreased retail revenues as a result of mild June 2003 weather and the effect of the January 2003 Kansas rate reduction partially offset by a 35% increase in wholesale MWh sales at
47
higher wholesale prices. Increased operating and maintenance expenses including pension and plant maintenance expenses were partially offset by a decrease in interest expense.
Discontinued operations includes a $7.1 million loss on the June 2003 disposition of the Companys interest in RSAE and $0.4 million of continuing operating losses at RSAE through the date of disposition.
Strategic Energys earnings increased $1.4 million for the three months ended June 30, 2003, compared to the same period of 2002. The increase is the result of a $3.8 million increase in revenues net of purchased power primarily due to a 31% increase in MWhs sold. This increase was partially offset by an increase in administrative and general expenses including employee related expenses. In addition to the continued growth, Great Plains Energys ownership of Strategic Energy was increased by 5.8% in the fourth quarter of 2002.
Other non-regulated operations includes $25.9 million for the effects of the June confirmation of the restructuring plan of DTI Holdings, Inc., Digital Teleport, Inc., and Digital Teleport of Virginia, Inc. and sale of substantially all of the assets of Digital Teleport, Inc. to a subsidiary of CenturyTel, Inc. See Note 7 to the consolidated financial statements for additional information regarding DTI. Other non-regulated operations also included a $1.2 million increase in earnings primarily due to lower reductions in affordable housing limited partnerships in the second quarter of 2003 compared to 2002.
Year to date June 30,
2003 compared to June 30, 2002
Great Plains Energys year to
date June 30, 2003 earnings, as detailed in the table below, increased to $64.6 million,
or $0.93 per share, from $29.2 million, or $0.47 per share, compared to the same period of
2002. The issuance of 6.9 million shares in November 2002 diluted year to date 2003
earnings per share $0.11.
Earnings per Great | ||||||||||||||
Earnings (Loss) | Plains Energy Share | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(millions) | ||||||||||||||
Year to Date June 30 | ||||||||||||||
KCP&L | $ | 35.7 | $ | 20.4 | $ | 0.52 | $ | 0.33 | ||||||
Subsidiary operations | (0.6 | ) | 0.1 | (0.01 | ) | - | ||||||||
Discontinued operations | (8.7 | ) | (1.4 | ) | (0.13 | ) | (0.02 | ) | ||||||
Cumulative effect to January 1, 2002 | ||||||||||||||
of a change in accounting principle | - | (3.0 | ) | - | (0.05 | ) | ||||||||
Consolidated KCP&L | 26.4 | 16.1 | 0.38 | 0.26 | ||||||||||
Strategic Energy | 19.4 | 15.1 | 0.28 | 0.24 | ||||||||||
KLT Gas | (7.1 | ) | (0.4 | ) | (0.10 | ) | (0.01 | ) | ||||||
Other non-regulated operations | 25.9 | (1.6 | ) | 0.37 | (0.02 | ) | ||||||||
Total | $ | 64.6 | $ | 29.2 | $ | 0.93 | $ | 0.47 | ||||||
KCP&L earnings increased $15.3 million year to date June 30, 2003, compared to the same period of 2002. KCP&L revenue, net of fuel and purchased power increased $21.8 million primarily due to a significant increase in wholesale MWhs sold and favorable first quarter 2003 weather partially offset by the effect on retail revenues of the January 2003 Kansas rate reductions. This increase combined with a $4.7 million decrease in interest expense more than offset mild June 2003 weather, a $5.9 million increase in pension expense and a $5.1 million increase in power plant maintenance. The amortization of the Missouri jurisdictional portion of the storm costs totaled $2.3 million year to date June 30, 2003.
48
Year to date June 30, 2002, KCP&L expensed $16.0 million for the Kansas jurisdictional portion of the storm costs.
Discontinued operations includes a $7.1 million loss on the June 2003 disposition of the Companys interest in RSAE and $1.6 million of continuing operating losses at RSAE through the date of disposition.
Strategic Energys earnings increased $4.3 million year to date June 30, 2003, compared to the same period of 2002. The increase is the result of an $11.7 million increase in revenues net of purchased power primarily due to a 48% increase in MWhs sold. This increase was partially offset by an increase in administrative and general expenses including employee related expenses. In addition to the continued growth, Great Plains Energys ownership of Strategic Energy was increased by 5.8% in the fourth quarter of 2002.
KLT Gas continues to focus on the testing and development of several unconventional natural gas properties. Year to date June 30, 2003, includes a first quarter after tax impairment charge of $5.5 million recorded by KLT Gas on a Rocky Mountain project in response to lower revised estimates of future gas production.
Other non-regulated operations includes the $25.9 million effect of DTI discussed above and a $3.0 million increase in earnings primarily due to lower reductions in affordable housing limited partnerships year to date June 30, 2003, compared to 2002.
Consolidated KCP&L
The following discussion of
consolidated KCP&L results of operations includes KCP&L, an integrated electric
utility and HSS, an unregulated subsidiary of KCP&L. References to KCP&L, in the
discussion that follows, reflect only the operations of the integrated electric utility.
Consolidated KCP&L
Business Overview
As an integrated electric utility,
KCP&L engages in the generation, transmission, distribution and sale of electricity.
KCP&Ls power business has over 4,000 megawatts of generating capacity following the second quarter 2003 completion of five combustion turbine units that added 385 megawatts of peaking capacity. KCP&L has entered into a five-year construction and synthetic operating lease transaction with a Trust for the five combustion turbines. The total estimated cost for the purchase, installation, assembly and construction of the five combustion turbines is projected to be under $155 million. Under FASB Interpretation No. 46, KCP&L will be required to consolidate the Trust effective July 1, 2003. KCP&Ls utility plant and long-term debt will increase by the total project cost and depreciation expense will increase upon consolidation of the Trust. Because of the manner in which the current synthetic lease is treated for covenant purposes in the Companys and KCP&Ls financing arrangements, as well as by the rating agencies, liquidity and credit ratings are not expected to be impacted by this new accounting standard.
KCP&Ls delivery business consists of transmission and distribution facilities that serve over 485,000 customers as of June 30, 2003. KCP&L continues to experience load growth approximating the historical average of 2.0% to 2.5% annually through increased customer usage and additional customers. Rates charged for electricity are below the national average.
At the end of January 2002, a severe ice storm occurred throughout large portions of the Midwest, including the greater Kansas City metropolitan area. At its peak, the storm caused over 300,000 customer outages throughout the KCP&L service territory, an unprecedented level in the KCP&Ls 120-
49
year history. Crews from other utilities in numerous states were called in to assist in the restoration of power and power was restored in nine days. Total costs related to the January ice storm were approximately $51.3 million of which $14.7 million were capital expenditures and therefore charged to utility plant. KCP&L expensed a total of $16.5 million in 2002 for the Kansas jurisdictional portion of the storm costs and deferred $20.1 million of the storm costs applicable to Missouri. In January 2003, Edison Electric Institute honored KCP&L for exemplary performance and dedication in restoring power to customers during the storm and recognized KCP&L by awarding it the associations annual Emergency Response Award.
Under the Federal Energy Regulatory Commission (FERC) Order 2000, KCP&L, as an investor-owned utility, is strongly encouraged to join a FERC approved Regional Transmission Organization (RTO). RTOs combine regional transmission operations of utility businesses into a regional organization that schedules transmission services and monitors the energy market to ensure regional transmission reliability and non-discriminatory access. During the first quarter of 2002, the Southwest Power Pool, Inc. (SPP) and the Midwest Independent System Operator (MISO) voted to consolidate the two organizations to create a larger Midwestern RTO, a non-profit organization that would operate in twenty states and one Canadian province. During March 2003, SPP and MISO mutually agreed to terminate the process of consolidating the organizations. Subsequent to the termination of the merger between SPP and MISO, the SPP formulated and approved a strategic plan for SPP. The plan includes provisions for SPP to become compliant with FERC Order 2000. It is anticipated that SPP will file their compliance plan with FERC in the Fall of 2003. KCP&L is directly participating in the SPP process to become FERC Order 2000 compliant and intends to continue SPP participation.
During the third quarter of 2002, the FERC issued a Notice of Proposed Rulemaking to Remedy Undue Discrimination through Open Access Transmission Service and Standard Electricity Market Design. The proposed rulemaking is designed to establish a single non-discriminatory open access transmission tariff with a single transmission service that is applicable to all users of the interstate transmission grid and to standardize wholesale energy market rules. All public utilities that own, control or operate interstate transmission facilities would be required to become independent transmission providers, turn over the operation of their transmission facilities to an RTO that meets the definition of an independent transmission provider or contract with an entity that meets the definition of an independent transmission provider. KCP&L filed comments with the FERC on the proposed rulemaking in November 2002. In late April 2003, the FERC issued a white paper titled Wholesale Power Market Platform, in response to comments received on its proposed rulemaking. In the white paper, the FERC stated its intent to require all public utilities to join an RTO or Independent System Operator (ISO). The FERC also stressed that state authorities will play a significant role in RTO and ISO formation through the formation of Regional State Committees. The proposal also allows for phased-in implementation and market rules tailored to each region. The FERC also indicated that divestiture is not required to achieve independent operation of the transmission system. Companies may remain vertically integrated under an RTO or ISO. Additionally, as proposed, each RTO or ISO would be required to have a clear transmission cost recovery policy outlined in its tariff.
KCP&L has a wholly-owned unregulated subsidiary, HSS, that holds a residential services investment, Worry Free. In June 2003, HSS completed the disposition of its interest in RSAE.
50
Consolidated KCP&L
Results of Operations
The following table summarizes
consolidated KCP&Ls comparative results of operations.
Three Months Ended | Year to Date | |||||||||||||
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(millions) | ||||||||||||||
Operating revenues | $ | 247.9 | $ | 247.9 | $ | 482.8 | $ | 447.6 | ||||||
Fuel | (37.1 | ) | (35.4 | ) | (74.5 | ) | (69.4 | ) | ||||||
Purchased power | (15.8 | ) | (12.3 | ) | (31.9 | ) | (23.2 | ) | ||||||
Revenues, net of | ||||||||||||||
fuel and purchased power | 195.0 | 200.2 | 376.4 | 355.0 | ||||||||||
Other operating expenses | (106.0 | ) | (97.3 | ) | (209.7 | ) | (208.6 | ) | ||||||
Depreciation and depletion | (35.0 | ) | (36.4 | ) | (69.9 | ) | (72.6 | ) | ||||||
Gain (loss) on property | (0.1 | ) | 0.2 | (0.1 | ) | 0.2 | ||||||||
Operating income | 53.9 | 66.7 | 96.7 | 74.0 | ||||||||||
Non-operating income (expenses) | (0.9 | ) | (0.4 | ) | (2.2 | ) | (2.0 | ) | ||||||
Interest charges | (17.6 | ) | (21.2 | ) | (35.4 | ) | (40.2 | ) | ||||||
Income taxes | (13.4 | ) | (17.8 | ) | (24.0 | ) | (11.3 | ) | ||||||
Discontinued operations | (7.5 | ) | (0.2 | ) | (8.7 | ) | (1.4 | ) | ||||||
Cumulative effect of a change | ||||||||||||||
in accounting principle | - | - | - | (3.0 | ) | |||||||||
Net income | $ | 14.5 | $ | 27.1 | $ | 26.4 | $ | 16.1 | ||||||
Consolidated KCP&L earnings from continuing operations decreased $5.3 million due to decreased earnings from KCP&L of $5.0 million for the three months ended June 30, 2003, compared to the same period of 2002. KCP&L revenue, net of fuel and purchased power decreased $5.1 million primarily due to decreased retail revenues as a result of mild June 2003 weather and the effect of the January 2003 Kansas rate reduction partially offset by a 35% increase in wholesale MWh sales at higher wholesale prices. Increased operating and maintenance expenses including pension and plant maintenance expenses were partially offset by a decrease in interest expense.
Consolidated KCP&L earnings from continuing operations increased $14.6 million due to increased earnings from KCP&L of $15.3 million year to date June 30, 2003, compared to the same period of 2002. KCP&L revenue, net of fuel and purchased power increased $21.8 million primarily due to a significant increase in wholesale MWhs sold at higher wholesale prices and favorable first quarter 2003 weather partially offset by the effect on retail revenues of the January 2003 Kansas rate reduction. This increase combined with a $4.8 million decrease in interest expense more than offset a $5.9 million increase in pension expense and a $5.1 million increase in power plant maintenance. The amortization of the Missouri jurisdictional portion of the storm costs totaled $2.3 million year to date June 30, 2003. Year to date June 30, 2002, KCP&L expensed $16.0 million for the Kansas jurisdictional portion of the storm costs.
Discontinued operations for the 2003 periods includes a $7.1 million loss on the June 2003 disposition of HSS interest in RSAE and continuing losses through the date of disposition of $0.4 million and $1.6 million during the three months ended and year to date, respectively. Losses from RSAE during the three months ended and year to date June 30, 2002, of $0.2 million and $1.4 million, respectively have been reclassified and are presented as discontinued operations. Additionally, year to date June 30, 2002, earnings reflect the $3.0 million cumulative effect to January 1, 2002, of a change in accounting principle for the adoption of SFAS No. 142 and the associated write-down of RSAE goodwill.
51
Consolidated KCP&L Sales Revenues and MWh Sales | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Three Months Ended | Year to Date | |||||||||||||||||||
June 30 | % | June 30 | % | |||||||||||||||||
2003 | 2002 | Change | 2003 | 2002 | Change | |||||||||||||||
Retail revenues | (millions) | (millions) | ||||||||||||||||||
Residential | $ | 81.4 | $ | 84.2 | (3 | ) | $ | 153.8 | $ | 154.0 | - | |||||||||
Commercial | 103.5 | 110.2 | (6 | ) | 193.3 | 196.7 | (2 | ) | ||||||||||||
Industrial | 24.4 | 26.4 | (8 | ) | 45.3 | 46.2 | (2 | ) | ||||||||||||
Other retail revenues | 2.1 | 2.1 | 1 | 4.2 | 4.3 | - | ||||||||||||||
Total retail | 211.4 | 222.9 | (5 | ) | 396.6 | 401.2 | (1 | ) | ||||||||||||
Wholesale revenues | 32.4 | 21.1 | 53 | 78.7 | 38.6 | 104 | ||||||||||||||
Other revenues | 3.5 | 3.2 | 10 | 6.4 | 6.3 | 1 | ||||||||||||||
KCP&L electric revenues | 247.3 | 247.2 | - | 481.7 | 446.1 | 8 | ||||||||||||||
Subsidiary revenues | 0.6 | 0.7 | (30 | ) | 1.1 | 1.5 | (30 | ) | ||||||||||||
Consolidated KCP&L revenues | $ | 247.9 | $ | 247.9 | - | $ | 482.8 | $ | 447.6 | 8 | ||||||||||
Three Months Ended | Year to Date | |||||||||||||||||||
June 30 | % | June 30 | % | |||||||||||||||||
2003 | 2002 | Change | 2003 | 2002 | Change | |||||||||||||||
Retail MWh sales | (thousands) | (thousands) | ||||||||||||||||||
Residential | 1,070 | 1,080 | (1 | ) | 2,224 | 2,149 | 4 | |||||||||||||
Commercial | 1,653 | 1,726 | (4 | ) | 3,282 | 3,282 | - | |||||||||||||
Industrial | 503 | 522 | (4 | ) | 982 | 948 | 4 | |||||||||||||
Other retail MWh sales | 22 | 19 | 7 | 42 | 41 | 3 | ||||||||||||||
Total retail | 3,248 | 3,347 | (3 | ) | 6,530 | 6,420 | 2 | |||||||||||||
Wholesale MWh sales | 1,341 | 998 | 35 | 2,831 | 1,853 | 53 | ||||||||||||||
KCP&L electric MWh sales | 4,589 | 4,345 | 6 | 9,361 | 8,273 | 13 | ||||||||||||||
Retail revenues decreased $11.5 million for the three months ended and $4.6 million year to date June 30, 2003, compared to the same periods of 2002. Mild June 2003 weather was the primary reason for the decrease in the three months ended which was more than offset in the year to date period by favorable weather earlier in 2003 and continued load growth. The Kansas rate reduction effective January 1, 2003 decreased retail revenues approximately $3.0 million for the three months ended and $5.6 million year to date June 30, 2003. See Critical Accounting Policies for additional information. Less than 1% of revenues include an automatic fuel adjustment provision.
Wholesale revenues increased $11.3 million for the three months ended and $40.1 million year to date. Bulk power sales, the major component of wholesale sales, vary with system requirements, generating unit and purchased power availability, fuel costs and requirements of other electric systems. In addition to these factors, a more focused sales effort helped increase MWh sales by 35% for the three months ended and 53% year to date. Additionally, average market prices per MWh of power sold increased 18% for the three months ended and 50% year to date compared to the same periods of 2002. The increase was driven by increased natural gas prices.
KCP&L Fuel and
Purchased Power
The fuel cost per MWh generated and
the purchased power cost per MWh have a significant impact on the results of operations
for KCP&L. Generation fuel mix can change the fuel cost per MWh generated
substantially. Nuclear fuel costs per MWh generated remain substantially less than the
cost of coal per MWh generated. Replacement power costs for planned Wolf Creek outages are
accrued evenly over the units operating cycle. KCP&L expects its cost of nuclear
fuel to remain fairly constant through the year 2008. Coal has a significantly lower cost
per MWh generated than natural gas and oil. KCP&Ls procurement strategies
continue to provide delivered coal costs below the regional average. The cost
52
per MWh for purchased power is significantly higher than the fuel cost per MWh of coal and nuclear generation. KCP&L continually evaluates its system requirements, the availability of generating units, availability and cost of fuel supply, availability and cost of purchased power and the requirements of other electric systems to provide reliable power economically. Fossil plants averaged 75% of total generation and the nuclear plant the remainder over the last three years.
Fuel costs increased $1.7 million for the three months ended and $5.1 million year to date June 30, 2003, compared to the same periods of 2002. MWh generated increased 4% and 12% for the same periods, respectively. The increase in MWh generated was partially offset by lower fuel cost per MWh.
Purchased power expenses increased $3.5 million for the three months ended and $8.7 million year to date June 30, 2003 compared to the same periods of 2002. The three months ended increase is due to a 28% increase in MWh purchased combined with a 15% increase in the average price per MWh driven by increased natural gas prices. The primary reason for the year to date increase was a 40% increase in the average price per MWh purchased, driven by increased natural gas prices.
Consolidated KCP&L
Other Operating Expenses (including operating, maintenance and general taxes)
Consolidated KCP&Ls other
operating expenses increased $8.7 million for the three months ended June 30, 2003,
compared to the same period of 2002 primarily due to the following:
o | increased pension expense of $2.9 million due to a significant decline in the market value of plan assets | ||
o | increased plant maintenance expense of $3.0 million for plant outages | ||
o | increased transmission expenses of $1.5 million primarily due to increased usage charges as a result of the increased | ||
wholesale MWh sales and increased MWh of purchased power |
Consolidated KCP&Ls other operating expenses increased $1.1 million year to date June 30, 2003, compared to the same period of 2002 primarily due to the following:
o | expensing in 2002 $16.0 million of the Kansas jurisdictional portion of the January 2002 ice storm and amortizing in | ||
2003 $2.3 million of the Missouri jurisdictional portion of the ice storm | |||
o | increased pension expense of $5.9 million due to a significant decline in the market value of plan assets | ||
o | increased plant maintenance expense of $5.1 million for plant outages | ||
o | increased transmission expenses of $2.5 million primarily due to increased usage charges as a result of the increased | ||
wholesale MWh sales and increased MWh of purchased power |
Consolidated KCP&L
Depreciation
Consolidated KCP&Ls
depreciation expense decreased $1.4 million for the three months ended and $2.7 million
year to date June 30, 2003, compared to the same periods of 2002 primarily due to the
change to a 60 year life for Wolf Creek pursuant to the 2002 KCC stipulation and
agreement. The change decreased depreciation expense approximately $2.0 million and $3.9
million for the three months ended and year to date June 30, 2003 periods, respectively.
See Critical Accounting Policies for additional information.
Consolidated KCP&L
Interest Charges
Consolidated KCP&Ls
interest charges decreased $3.6 million for the three months ended and $4.8 million year
to date June 30, 2003, compared to the same periods of 2002 primarily due to lower levels
of outstanding debt as a result of the repayment of $124.0 million of medium-term notes in
2003. Lower interest rates on variable rate debt compared to the prior year periods also
contributed to the decreases.
53
Wolf Creek
Wolf Creek, a nuclear unit, is 20% of
KCP&Ls base load generating capacity and 14% of KCP&Ls total
generating capacity, including the second quarter 2003 addition of five leased combustion
turbines that added peaking capacity. Wolf Creeks operating performance has remained
strong over the last three years, contributing an average of 25% of KCP&Ls
annual MWh generation while operating at an average capacity of 92%. Wolf Creek has the
lowest fuel cost per MWh generated of any of KCP&Ls generating units.
KCP&L accrues the incremental operating, maintenance and replacement power costs for planned outages evenly over the units operating cycle, normally 18 months. As actual outage expenses are incurred, the refueling liability and related deferred tax asset are reduced. Wolf Creek returned to service on April 27, 2002, following a 35-day refueling and maintenance outage that began on March 23, 2002. The next outage is scheduled for the fall of 2003 and is estimated to be approximately 35 days.
There has been significant opposition and delays to, development of a low-level radioactive waste disposal facility. See Note 6 to the consolidated financial statements for additional information. An inability to complete this project would require KCP&L to write-off its net investment in the project, which was $7.4 million at June 30, 2003. KCP&L, and the other owners of Wolf Creek, could also still be required to participate in development of an alternate site.
Ownership and operation of a nuclear generating unit exposes KCP&L to risks regarding decommissioning costs at the end of the units life and to potential retrospective assessments and property losses in excess of insurance coverage. These risks are more fully discussed in the related sections of Note 6 to the consolidated financial statements.
Strategic Energy
Strategic Energy
Business Overview
Strategic Energy provides power
supply coordination services by entering into long-term contracts with its customers to
supply electricity that Strategic Energy purchases under long-term contracts to manage its
customers electricity needs. In return, Strategic Energy receives an ongoing
management fee, which is included in the contracted sales price for the electricity.
Strategic Energy operates in several electricity markets offering retail choice, including
Pennsylvania, California, Ohio, New York, Massachusetts, Texas, Michigan and New Jersey.
During the second quarter of 2003, Strategic Energy delivered power to its first customers
in the Michigan market, and announced expansion into the New Jersey market anticipating
beginning power delivery to New Jersey customers during the second half of 2003. This
expands Strategic Energys operations into eight of the sixteen states that offer
retail choice. Strategic Energy also provides strategic planning and consulting services
in the natural gas and electricity markets.
Great Plains Energys indirect ownership in Strategic Energy totals 89%. In the normal course of business, Great Plains Energy and KLT Inc. provide financial or performance assurance to third parties on behalf of Strategic Energy in the form of guarantees to those third parties. Additionally, Great Plains Energy provides guarantees and indemnities supporting letters of credit and surety bonds obtained by Strategic Energy. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to Strategic Energy on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish Strategic Energys intended business purposes.
At June 30, 2003, Strategic Energy provided power supply coordination services on behalf of approximately 39,600 commercial, institutional and small manufacturing accounts. Strategic Energys customer base is very diverse. Strategic Energy served approximately 5,400 customers, including
54
numerous Fortune 500 companies, smaller companies, and governmental entities. Based solely on current signed contracts and expected usage, Strategic Energy has forecasted future MWh commitments of 8.1 million for the remainder of 2003 and 10.8 million, 6.9 million, and 1.6 million for the years 2004 through 2006, respectively. Strategic Energy expects to also supply additional MWh sales in these years through growth in existing markets by re-signing existing customers and by signing new customers as well as through expansion into new markets.
Strategic Energy maintains a commodity-price risk management strategy that uses forward physical energy purchases and derivative instruments to minimize significant, unanticipated earnings fluctuations caused by commodity-price volatility. As a result of supplying electricity to retail customers under fixed rate contracts, Strategic Energys policy is to match customers demand with fixed price purchases. In certain markets where Strategic Energy operates, entering into forward fixed price contracts is cost prohibitive. By entering into swap contracts for a portion of its forecasted purchases in these markets, the future purchase price of electricity is effectively fixed under these swap contracts. The swap contracts limit the unfavorable effect that price increases will have on electricity purchases. All of the swap agreements are currently designated as cash flow hedges resulting in the difference between the market value of energy and the hedge value being recorded as other comprehensive income (loss). At June 30, 2003, the accumulated comprehensive gain, net of income taxes and minority interest, reflected in Great Plains Energys consolidated statements of capitalization included a $0.1 million gain related to such cash flow hedges. However, substantially all of the energy hedged with the swaps has been sold to customers through contracts at prices different than the fair market value used to value the swaps. Therefore, Strategic Energy does not anticipate realizing the gain represented in comprehensive income.
During the third quarter of 2002, the FERC issued a Notice of Proposed Rulemaking to Remedy Undue Discrimination through Open Access Transmission Service and Standard Electricity Market Design. The proposed rulemaking is designed to establish a single non-discriminatory open access transmission tariff with a single transmission service that is applicable to all users of the interstate transmission grid and to standardize wholesale energy market rules. Strategic Energy has evaluated the impact of the proposed rulemaking on its operations and provided comments to the FERC that are generally supportive of the provisions of the proposal, but suggested some changes to the proposed rule. In late April 2003, the FERC issued a white paper titled Wholesale Power Market Platform, in response to comments received on its proposed rulemaking. In the white paper, the FERC stressed that state authorities will play a significant role in RTO and ISO formation through the establishment of Regional State Committees. The proposal also allows for phased-in implementation and market rules tailored to each region.
Strategic Energy
Supplier Concentration and Credit Risk
Credit risk represents the loss that
Strategic Energy could incur if a counterparty failed to perform under its contractual
obligations. To reduce its credit exposure, Strategic Energy enters into payment netting
agreements with certain counterparties that permit Strategic Energy to offset receivables
and payables with such counterparties. Strategic Energy further reduces credit risk with
certain counterparties by entering into agreements that enable Strategic Energy to
terminate the transaction or modify collateral thresholds upon the occurrence of
credit-related events.
Based on guidelines set by its Exposure Management Committee, Strategic Energy monitors its counterparty credit risk by evaluating the credit quality and performance of its suppliers on a routine basis. Among other things, Strategic Energy monitors counterparty credit ratings, liquidity and results of operations. As a result of these evaluations, Strategic Energy may, among other things, establish counterparty credit limits and adjust the amount of collateral required from its suppliers.
55
Strategic Energy enters into forward contracts with multiple suppliers. At June 30, 2003, Strategic Energys five largest suppliers under forward supply contracts represented 60% of the total future committed purchases. In the event of supplier non-delivery or default, Strategic Energys results of operations could be affected to the extent the cost of replacement power exceeded the combination of the contracted price with the supplier and the amount of collateral held by Strategic Energy to mitigate its credit risk with the supplier. Strategic Energys results of operations could also be affected, in a given period, if it was required to make a payment upon termination of a supplier contract to the extent that the contracted price with the supplier exceeded the market value of the contract.
The following table provides information on Strategic Energys credit exposure, net of collateral, as of June 30, 2003. It further delineates the exposure by the credit rating of counterparties and provides guidance on the concentration of credit risk and an indication of the maturity of the credit risk by credit rating of the counterparties.
Number Of | Net Exposure Of | ||||||||||||||||
Counterparties | Counterparties | ||||||||||||||||
Exposure | Greater Than | Greater Than | |||||||||||||||
Before Credit | Credit | Net | 10% Of Net | 10% of Net | |||||||||||||
Rating | Collateral | Collateral | Exposure | Exposure | Exposure | ||||||||||||
(millions) | (millions) | ||||||||||||||||
External rating | |||||||||||||||||
Investment Grade | $ | 17.3 | $ | - | $ | 17.3 | 1 | $ | 12.1 | ||||||||
Non-Investment Grade | 39.5 | 23.2 | 16.3 | 2 | 16.3 | ||||||||||||
Internal rating | |||||||||||||||||
Investment Grade | 1.1 | - | 1.1 | - | - | ||||||||||||
Non-Investment Grade | 51.5 | 51.5 | - | - | - | ||||||||||||
Total | $ | 109.4 | $ | 74.7 | $ | 34.7 | 3 | $ | 28.4 | ||||||||
Maturity Of Credit Risk Exposure Before Credit Collateral | ||||||||||||||
Exposure | ||||||||||||||
Less Than | Greater Than | |||||||||||||
Rating | 2 Years | 2 - 5 Years | 5 Years | Total Exposure | ||||||||||
(millions) | ||||||||||||||
External rating | ||||||||||||||
Investment Grade | $ | 13.8 | $ | 3.5 | $ | - | $ | 17.3 | ||||||
Non-Investment Grade | 24.3 | 12.8 | 2.4 | 39.5 | ||||||||||
Internal rating | ||||||||||||||
Investment Grade | 0.9 | 0.2 | - | 1.1 | ||||||||||
Non-Investment Grade | 43.4 | 7.3 | 0.8 | 51.5 | ||||||||||
Total | $ | 82.4 | $ | 23.8 | $ | 3.2 | $ | 109.4 | ||||||
External ratings are determined by using publicly available credit ratings of the counterparty. If a counterparty has provided a guarantee by a higher rated entity, the determination has been based on the rating of its guarantor. Internal ratings are determined by, among other things, an analysis of the counterpartys financial statements and consideration of publicly available credit ratings of the counterpartys parent. Investment grade counterparties are those with a minimum senior unsecured debt Standard & Poors rating of BBB- or a Moodys rating of Baa3. Exposure before credit collateral has been calculated considering all netting agreements in place, netting accounts payable and receivable exposure with net mark-to-market exposure. Exposure before credit collateral is impacted primarily by the power supply volume under contract with a given counterparty and the relationship between current market prices and contracted power supply prices. Credit collateral includes the amount of cash deposits and letters of credit received from counterparties. Net exposure has only
56
been calculated for those counterparties Strategic Energy is exposed to and excludes counterparties exposed to Strategic Energy.
At June 30, 2003, Strategic Energy had exposure before collateral to non-investment grade counterparties totaling $91.0 million of which 74% is scheduled to mature in less than two years. In addition, Strategic Energy held collateral totaling $74.7 million limiting its exposure to these non-investment grade counterparties to $16.3 million at June 30, 2003, of which $8.7 million was related to Mirant Americas Energy Marketing, LP (Mirant), as discussed below.
In July 2003, Mirant filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The bankruptcy court entered an Interim Order, which authorized Mirant to comply with the terms of its prepetition trading contracts. In accordance with the Master Power Purchase and Sale Agreement and the ISDA Master Agreement between Strategic Energy and Mirant, the $10.0 million collateral threshold limit in both agreements was reduced to zero upon the bankruptcy filing. At the time of the petition filing, exposure to Mirant was $18.0 million for physical transactions and $0.4 million for financial transactions with Strategic Energy holding collateral of $8.9 million. Upon reduction of the collateral thresholds to zero, Mirant provided the additional $9.5 million of collateral required at that time under Strategic Energys contracts. Mirant has moved to assume its contracts with Strategic Energy and the hearing to assume the contracts and to finalize the Interim Order is scheduled for August 21, 2003.
Strategic Energy is continuing to pursue a strategy of contracting with national and regional counterparties that have direct supplies and assets in the region of demand. Strategic Energy is also continuing to address counterparty issues with strict margining and collateral requirements, netting of credit exposures against payable balances, preferences for higher credit quality counterparties and, in some cases, replacement of lower quality counterparty contracts.
57
Strategic Energy Results
of Operations
The following table summarizes
Strategic Energys comparative results of operations.
Three Months Ended | Year to Date | |||||||||||||
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(millions) | ||||||||||||||
Operating revenues | $ | 255.2 | $ | 201.2 | $ | 484.4 | $ | 347.6 | ||||||
Purchased power | (226.1 | ) | (175.9 | ) | (426.0 | ) | (300.9 | ) | ||||||
Revenues, net of | ||||||||||||||
purchased power | 29.1 | 25.3 | 58.4 | 46.7 | ||||||||||
Other operating expenses | (9.5 | ) | (8.2 | ) | (18.9 | ) | (15.2 | ) | ||||||
Depreciation | (0.4 | ) | (0.2 | ) | (0.7 | ) | (0.4 | ) | ||||||
Operating income | 19.2 | 16.9 | 38.8 | 31.1 | ||||||||||
Non-operating income (expenses) | (1.8 | ) | (2.8 | ) | (3.9 | ) | (5.2 | ) | ||||||
Interest charges | (0.2 | ) | (0.1 | ) | (0.3 | ) | (0.2 | ) | ||||||
Income taxes | (7.6 | ) | (5.8 | ) | (15.2 | ) | (10.6 | ) | ||||||
Net income | $ | 9.6 | $ | 8.2 | $ | 19.4 | $ | 15.1 | ||||||
Strategic Energys earnings increased $1.4 million for the three months ended and $4.3 million year to date June 30, 2003, compared to the same periods of 2002. The increased net income for the three months ended and year to date is primarily due to continued growth in retail electric sales from the expansion into new markets and continued sales efforts in existing markets. In addition to continued growth, Great Plains Energys ownership of Strategic Energy was increased by 5.8% in the fourth quarter of 2002. These increases were partially offset by increased general and administrative expenses including employee related expenses and income taxes due to increased sales in states with higher income tax rates. Also, total gross margin per MWh decreased to $7.58 for the three months ended and $7.64 year to date June 30, 2003, compared to $8.49 for the three months ended and $8.94 year to date June 30, 2002. The total gross margin per MWh for 2003 is expected to be in the range of $7.00 to $7.25. The decreases in gross margin per MWh for the three months ended and year to date comparative periods was primarily due to the roll-off of higher margin contracts that were obtained during periods of high market price volatility in late 2000 and early 2001 and to a lesser extent due to slightly increased competition.
Strategic Energy
Operating Revenues
Operating revenues from Strategic
Energy increased $54.0 million for the three months ended and $136.8 million year to date
June 30, 2003, compared to the same periods in 2002. The following table reflects
Strategic Energys operating revenues.
Three Months Ended | Year to Date | |||||||||||||||||||
June 30 | % | June 30 | % | |||||||||||||||||
2003 | 2002 | Change | 2003 | 2002 | Change | |||||||||||||||
(millions) | (millions) | |||||||||||||||||||
Electric - Retail | $ | 249.2 | $ | 194.3 | 28 | $ | 470.7 | $ | 333.1 | 41 | ||||||||||
Electric - Wholesale | 5.7 | 6.7 | (15 | ) | 13.1 | 13.9 | (6 | ) | ||||||||||||
Other | 0.3 | 0.2 | 27 | 0.6 | 0.6 | (2 | ) | |||||||||||||
Total Operating Revenues | $ | 255.2 | $ | 201.2 | 27 | $ | 484.4 | $ | 347.6 | 39 | ||||||||||
At June 30, 2003, Strategic Energy served approximately 5,400 customers, compared to approximately 4,600 customers at June 30, 2002. These customers represented approximately 39,600 accounts and 27,500 accounts at June 30, 2003 and 2002, respectively. Strategic Energy has added approximately
58
200 customers since the beginning of 2003. Strategic Energy may provide periodic billing credits to its customers resulting from its power supply coordination efforts. The amounts credited back to the customer are treated as a reduction of retail electric revenues when determined to be payable.
Retail electric revenues increased $54.9 million for the three months ended and $137.6 million year to date June 30, 2003, compared to the same periods in 2002, primarily due to increased retail MWh sales, partially offset by a 2% decrease for the three months ended and a 4% decrease year to date in average retail revenues per MWh. Retail MWhs sold increased approximately 31% to 3.8 million for the three months ended June 30, 2003, from 2.9 million for the same period in 2002. Retail MWhs sold increased approximately 48% to 7.7 million year to date June 30, 2003, from 5.2 million for the same period in 2002. The increases in MWh sales resulted primarily from strong sales efforts in re-signing customers as well as signing new customers in markets in which Strategic Energy continued to experience favorable conditions for growth. Several factors contribute to changes in the average retail revenues per MWh, including the underlying price of the commodity, the nature and type of products offered and the mix of sales by geographic market.
Strategic Energy
Purchased Power
To supply its retail contracts,
Strategic Energy purchases long-term blocks of electricity under forward contracts in
fixed quantities at fixed prices from power suppliers based on projected usage. Strategic
Energy sells any excess retail supply of electricity back into the wholesale market. The
proceeds from the sale of excess supply of electricity is recorded as a reduction of
purchased power. The amount of excess retail supply sales that reduced purchased power was
$51.1 million for the three months ended and $105.1 million year to date June 30, 2003,
compared to $28.9 million for the three months ended and $50.2 million year to date June
30, 2002.
As previously discussed, Strategic Energy operates in several retail choice electricity markets. The cost of supplying electricity to retail customers can vary widely by geographic market. This variability can be affected by many factors including, among other items, geographic differences in the cost per MWh of purchased power and capacity charges due to regional purchased power availability and requirements of other electricity providers and differences in transmission charges. However, Strategic Energy has mitigated the effects of higher supply costs by entering into long-term, full-requirements contracts with customers that are priced to the customers based on the cost of the associated supply contract.
Purchased power increased $50.2 million for the three months ended and $125.1 million year to date June 30, 2003, compared to the same periods in 2002, primarily due to 31% and 48% increases in MWh purchases for the three months ended and year to date, respectively, to supply the increase in retail MWh sales discussed above. The effect of the year to date increase in MWh purchases was partially offset by a 2% decrease in the cost per MWh of purchased power.
Strategic Energy Other
Operating Expenses
Strategic Energys other
operating expenses as a percentage of operating revenues decreased to 3.7% for the three
months ended and 3.9% year to date June 30, 2003, from 4.1% for the three months ended and
4.4% year to date June 30, 2002, due to Strategic Energys efforts in leveraging its
infrastructure and the effects of achieving economies of scale. Strategic Energy
experienced increased labor and benefits as well as other general and administrative
expenses for the three months ended and year to date June 30, 2003, compared to the same
periods in 2002. The increase is primarily due to higher labor and benefit costs from the
addition of employees, higher profit sharing and deferred compensation expense which are
tied to earnings and financial performance, and higher other general and administrative
expenses associated with higher sales volumes, geographic market expansion, and regulatory
and market development initiatives.
59
Strategic Energy
Non-operating Income (Expenses)
Strategic Energys non-operating
income (expenses) includes non-operating income less minority interest expense and
non-operating expenses. Minority interest expense represents the share of Strategic
Energys net income not attributable to Great Plains Energys indirect ownership
interest in Strategic Energy. For the three months ended and year to date June 30, 2003,
non-operating income (expenses) decreased $1.0 million and $1.3 million, respectively,
primarily due to a decrease in minority interest expense resulting from Great Plains
Energys acquisition of an additional 5.8% indirect ownership interest in Strategic
Energy during the fourth quarter of 2002.
KLT Gas
KLT Gas Business Overview
KLT Gas is focused on exploring for,
developing and producing unconventional natural gas resources, including coalbed methane
properties. KLT Gas believes that unconventional natural gas resources provide an
economically attractive alternative source of supply to meet the growing demand for
natural gas in North America. Additionally, KLT Gas management team has experience
and expertise in identifying, testing and producing unconventional natural gas properties
and, as a result, it believes its expertise provides a competitive advantage in this niche
of the exploration and production sector.
Although gas prices have been volatile historically, KLT Gas continues to believe that the long-term future price scenarios for natural gas appear strong. Environmental concerns, especially air quality, and the increased demand for natural gas for new electric generating capacity are contributing to this projected growth in demand.
KLT Gas leased properties are primarily located in Colorado, Kansas and Wyoming with some leases in Nebraska and Texas. These leased properties cover approximately 249,000 undeveloped acres. The testing of this acreage is in accordance with KLT Gas exploration plan and capital budget. The timing of the testing may vary from current plans based upon obtaining the required environmental and regulatory approvals and permits and future changes in market conditions.
In March 2003, KLT Gas completed the sale of approximately 30,000 undeveloped acres in Kansas. KLT Gas follows the full cost accounting method for its natural gas properties, under which the acreage sale was accounted for as an adjustment to capitalized costs with no gain recognized in earnings.
During the first half of 2003, KLT Gas leased additional acreage in the Rocky Mountain region. Exploration of the newly acquired acreage is anticipated to begin during the second half of 2003. In addition, KLT Gas continued to test a new prospect in Colorado as well as the development of a pilot project in the Powder River Basin and two additional projects in the Rocky Mountain region.
Gas Property and
Investments
In June 2001, the FASB issued SFAS
No. 141, Business Combinations, which requires the purchase method of
accounting for business combinations initiated after June 30, 2001. In July 2001, the FASB
also issued SFAS No. 142, Goodwill and Other Intangible Assets, which
discontinues the practice of amortizing goodwill and indefinite lived intangible assets
and initiates an annual review for impairment. Intangible assets with a determinable
useful life will continue to be amortized over that period. The amortization provisions
apply to goodwill and intangible assets acquired after June 30, 2001. SFAS No. 141 and 142
clarify that more assets should be distinguished and classified between tangible and
intangible. KLT Gas did not change or reclassify contractual mineral rights included in
gas property and investments on Great Plains Energys consolidated balance sheet upon
adoption of SFAS No. 142. KLT Gas management believes its classification of such mineral
rights under the full cost method of accounting for natural gas properties, which is
consistent with industry practice, is appropriate.
60
However, the accounting profession and others are engaged in industry-wide deliberations regarding whether SFAS No. 141 and 142 require contractual mineral rights to be classified as intangible assets. Based on the results of the deliberations, if management determines reclassification is necessary, KLT Gas gas property and investments would be reduced by $8.3 million and $6.0 million and intangible assets would have increased by a like amount at June 30, 2003, and December 31, 2002, respectively, representing cost incurred from the effective date of June 30, 2001. The provisions of SFAS No. 141 and 142 impact only the balance sheet and associated footnote disclosure, and any required reclassification would not impact Great Plains Energys cash flows or results of operations.
KLT Gas Results of
Operations
The following table summarizes KLT
Gas comparative results of operations.
Three Months Ended | Year to Date | |||||||||||||
June 30 | June 30 | |||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||
(millions) | ||||||||||||||
Operating revenues | $ | 0.3 | $ | (0.1 | ) | $ | 0.7 | $ | 0.1 | |||||
Other operating expenses | (1.4 | ) | (2.5 | ) | (2.9 | ) | (5.0 | ) | ||||||
Depreciation and depletion | (0.1 | ) | (0.1 | ) | (0.4 | ) | (0.4 | ) | ||||||
Loss on property | - | (0.1 | ) | (9.0 | ) | (0.2 | ) | |||||||
Operating loss | (1.2 | ) | (2.8 | ) | (11.6 | ) | (5.5 | ) | ||||||
Non-operating income (expenses) | 0.7 | - | 0.7 | 0.3 | ||||||||||
Interest charges | (0.4 | ) | - | (0.6 | ) | - | ||||||||
Income taxes | 0.3 | 2.5 | 4.4 | 4.8 | ||||||||||
Net loss | $ | (0.6 | ) | $ | (0.3 | ) | $ | (7.1 | ) | $ | (0.4 | ) | ||
KLT Gas loss increased $0.3 million for the three months ended and $6.7 million year to date June 30, 2003, compared to the same periods of 2002. Throughout 2002 and the first half of 2003, KLT Gas has been developing and testing gas properties, as well as continuing production at its South Texas properties. Additionally, KLT Gas net loss year to date June 30, 2003, includes a first quarter 2003 impairment of $9.0 million on a Rocky Mountain project, which reduced earnings by $5.5 million. The impairment was in response to lower revised estimates of future gas production from that property.
KLT Gas Income Taxes
KLT Gas recorded tax credits related
to its investment in natural gas properties of $1.4 million and $2.8 million for the three
months ended and year to date June 30, 2002, respectively. The law that allowed
substantially all of these credits expired at the end of 2002.
Other Non Regulated Activities
Investment in Affordable
Housing Limited Partnerships KLT Investments
KLT Investments Inc.s (KLT
Investments) earnings for the three months ended June 30, 2003, totaled $3.9 million
(including an after tax reduction of $0.1 million in its affordable housing investment)
compared to earnings of $2.7 million for the three months ended June 30, 2002 (including
an after tax reduction of $1.1 million in its affordable housing investment). KLT
Investments earnings include accrued tax credits of $4.8 million and $4.9 million in
the three months ended June 30, 2003 and 2002, respectively. Earnings year to date June
30, 2003, totaled $6.2 million (including an after tax reduction of $1.6 million in its
affordable housing investment) compared to earnings of $3.2 million year to date June 30,
2002 (including an after tax reduction of $4.5 million in its affordable housing
investment). KLT Investments earnings include accrued tax credits of $9.5 million
and $9.6 million year to date June 30, 2003 and 2002, respectively.
61
At June 30, 2003, KLT Investments had $64.4 million in affordable housing limited partnerships. Approximately 67% of these investments were recorded at cost; the equity method was used for the remainder. Tax expense is reduced in the year tax credits are generated. The investments generate future cash flows from tax credits and tax losses of the partnerships. The investments also generate cash flows from the sales of the properties. For most investments, tax credits are received over ten years. KLT Investments projects tax credits to run through 2009. A change in accounting principle relating to investments made after May 19, 1995, requires the use of the equity method when a company owns more than 5% in a limited partnership investment. Of the investments recorded at cost, $42.1 million exceed this 5% level but were made before May 19, 1995. KLT Investments management does not anticipate making additional investments in affordable housing limited partnerships at this time.
On a quarterly basis, KLT Investments compares the cost of those properties accounted for by the cost method to the total of projected residual value of the properties and remaining tax credits to be received. Estimated residual values are based on studies performed by an independent firm. Based on the latest comparison, pretax reductions in affordable housing investments were $0.2 million for the three months ended and $2.5 million year to date June 30, 2003, compared to $1.8 million for the three months ended and $7.1 million year to date June 30, 2002. Pretax reductions in affordable housing investments are estimated to be $10 million for the remainder of 2003 and $7 million, $10 million, and $3 million for the years 2004 through 2006, respectively. These projections are based on the latest information available but the ultimate amount and timing of actual reductions could be significantly different from the above estimates. The properties underlying the partnership investment are subject to certain risks inherent in real estate ownership and management. Even after these estimated reductions, earnings from the investments in affordable housing are expected to be positive for the years 2003 through 2006.
Subsidiary of KLT
Telecom Files for Bankruptcy DTI
The accounting treatment related to
DTI and its 2001 bankruptcy is complex and is addressed in greater detail in Note 19 to
the consolidated financial statements of the Companies 2002 annual report on Form
10-K. Additionally, Note 7 of the consolidated financial statements in this quarterly
report on Form 10-Q is incorporated by reference in this portion of Managements
Discussion and Analysis. Both notes should be read as a component of this discussion.
On December 31, 2001, a subsidiary of KLT Telecom, Holdings and its subsidiaries, Digital Teleport and Digital Teleport of Virginia, Inc., filed separate voluntary petitions in the Bankruptcy Court for the Eastern District of Missouri for reorganization under Chapter 11 of the U.S. Bankruptcy Code, which cases have been procedurally consolidated. Holdings and its two subsidiaries are collectively called DTI.
In December 2002, Digital Teleport entered into an agreement to sell substantially all of its assets (Asset Sale) to CenturyTel Fiber Company II, LLC, a nominee of CenturyTel, Inc. The Asset Sale was approved by the Bankruptcy Court on February 13, 2003, and closed on June 6, 2003. The Asset Sale produced approximately $38 million of cash proceeds, including $3.8 million of escrowed proceeds.
DTI filed a joint Chapter 11 plan, based on the provisions of settlement agreements which are discussed below. The Chapter 11 plan was confirmed by the Bankruptcy Court of June 11, 2003, and became effective on June 24, 2003. After providing for certain reserves and payment of secured and priority claims, an initial distribution of 82.5 cents on each dollar of approved claims was made by Digital Teleport to its creditors (other than KLT Telecom), a $13.8 million distribution was made by Holdings to its creditors, and an initial distribution of approximately $14.9 million was made by Digital Teleport to KLT Telecom (net of the approximate $13.8 million paid by KLT Telecom to Holdings, as
62
discussed below). Additionally, KLT Telecom anticipates that it will realize approximately $21 million of cash tax benefits in late 2003. Pending final resolution of certain items, the Company recorded a net gain of $25.9 million or $0.37 per share during the second quarter of 2003 related to the DTI bankruptcy. The impact on net income is primarily due to the net effect of the Chapter 11 plan confirmation and the resulting distribution, the reversal of a $15.8 million tax valuation allowance, and the reversal of $5 million debtor in possession financing previously reserved.
Settlement agreements entered into by Digital Teleport and Holdings, which provided the basis of the Chapter 11 plan, were also approved by the Bankruptcy Court in its June 11, 2003, confirmation order. In the Digital Teleport bankruptcy case, KLT Telecom, KLT Inc., KCP&L, Great Plains Energy, Digital Teleport and the Official Unsecured Creditors Committee of Digital Teleport entered into a Settlement Agreement as of December 23, 2002 (Teleport Settlement Agreement). The Teleport Settlement Agreement provides that unsecured creditors will receive up to 90 cents on each dollar of approved claims after the consummation of the Asset Sale, and that the remaining estate balance after the payment of administrative expenses and all other claims will be distributed to KLT Telecom. The Teleport Settlement Agreement resolves all material issues and disputes among the parties to that agreement.
In addition, in the Holdings bankruptcy case, KLT Telecom, KLT Inc., Great Plains Energy, KCP&L, Holdings, The Bank of New York (as trustee of an Indenture, as amended, relating to the senior discount notes issued by Holdings) (Trustee) and three principal noteholders of Holdings (the Noteholders) entered into a Settlement Agreement and Plan Term Sheet as of March 14, 2003 (Holdings Settlement Agreement). Under the Holdings Settlement Agreement, KLT Telecom paid to the Holdings bankruptcy estate approximately $13.8 million from the distribution that KLT Telecom received under the Teleport Settlement Agreement. The Holdings Settlement Agreement resolves all material issues and disputes among the parties to that agreement.
Because DTI filed for bankruptcy protection under the U.S. Bankruptcy Code, KLT Telecom no longer had control over nor could it exert significant influence over DTI. As a consequence, as of December 31, 2001, DTI was de-consolidated and presented on the cost basis. Because of this de-consolidation, KLT Telecom did not include in its financial results the ongoing results of operations, earnings or losses incurred by DTI since December 31, 2001.
Significant Balance
Sheet Changes
(June
30, 2003 compared to December 31, 2002)
o | Great Plains Energy's restricted cash and supplier collateral increased $88.5 million due to cash collateral provided | ||||
to Strategic Energy from suppliers to cover portions of credit exposure. | |||||
o | Great Plains Energy and consolidated KCP&L's assets and liabilities of discontinued operations are the result of the | ||||
disposition of RSAE. RSAE's assets and liabilities were reclassified and presented separately as prescribed | |||||
under SFAS No. 144. As of June 30, 2003, the RSAE disposition was complete and the assets and liabilities of | |||||
discontinued operations were removed. | |||||
o | Great Plains Energy's other current assets increased $11.9 million primarily due to an $8.8 million increase in | ||||
consolidated KCP&L´s other current assets. Consolidated KCP&L´s other current assets increased primarily due to | |||||
a $1.2 million increase in KCP&L´s gas derivative hedging instruments and increases in KCP&L´s prepaid expenses | |||||
of $7.3 million primarily due to prepaid supply contracts. | |||||
o | Great Plains Energy's other nonutility property and investments decreased $12.8 million primarily due to the June | ||||
2003 sale of a KLT Telecom building with a December 31, 2002 book value of $2.8 million and KLT Investments' 2003 | |||||
sale of $7.1 million of trading securities. |
63
o | Great Plains Energy and consolidated KCP&L´s regulatory assets increased $14.4 million primarily due to an $84.5 | ||||
million increase in KCP&L´s regulatory assets due to the $80.9 million cumulative effect of adopting SFAS No. 143 | |||||
on January 1, 2003, and KCP&L´s ability to defer items on the balance sheet resulting from the effects of the | |||||
ratemaking process. Current year asset retirement obligation activity of $3.6 million has also increased | |||||
regulatory assets. This increase was partially offset by a $64.6 million decrease due to the reclassification of | |||||
accrued nuclear decommissioning costs at January 1, 2003, to a contra regulatory asset as these amounts have | |||||
already been considered in the ratemaking process. Current year activity for the decommissioning cost accrual of | |||||
$5.9 million has also decreased the regulatory asset. | |||||
o | Great Plains Energy's notes payable increased $115.1 million primarily due to Great Plains Energy's additional | ||||
borrowings of $119.0 million on its short-term credit facility that was primarily used to make a $100.0 million | |||||
capital contribution to KCP&L and repay notes outstanding at December 31, 2002, related to the acquisition of an | |||||
additional interest in Strategic Energy and a $28.0 million increase in consolidated KCP&L´s notes payable. | |||||
Consolidated KCP&L´s notes payable increased primarily due to KCP&L borrowing $3.2 million on its short-term | |||||
credit facility and a $25.0 million inter-company loan from Great Plains Energy to HSS primarily related to the | |||||
disposition of RSAE. | |||||
o | Great Plains Energy and consolidated KCP&L´s commercial paper increased $16.7 million due to additional borrowings at | ||||
KCP&L as expenditures exceeded cash receipts. | |||||
o | Great Plains Energy's current maturities of long-term debt decreased $128.4 million due to KLT Investments paying | ||||
down $8.5 million of affordable housing notes offset by a $4.1 million increase in the current portion of | |||||
affordable housing notes and a $124.0 decrease in consolidated KCP&L´s current maturities of long-term debt. | |||||
Consolidated KCP&L´s current maturities of long-term debt decreased due to KCP&L retiring $124.0 million of | |||||
medium-term notes primarily with proceeds from the capital contribution from Great Plains Energy. | |||||
o | Great Plains Energy's accounts payable increased $32.2 million primarily due to a $22.6 million increase in Strategic | ||||
Energy's accounts payable due to the strong growth in its power supply coordination services and an $11.9 million | |||||
increase in consolidated KCP&L´s accounts payable due to the timing of cash payments. | |||||
o | Great Plains Energy's accrued taxes decreased $15.8 million primarily due to a $5.4 million decrease in consolidated | ||||
KCP&L´s accrued taxes and the reversal of a $15.8 million tax valuation allowance for DTI. Consolidated KCP&L´s | |||||
accrued taxes decreased primarily due to HSS' $21.5 million accrued tax benefit for capital losses associated | |||||
with the disposition of RSAE partially offset by KCP&L´s $11.9 million payment to Kansas for a portion of 2002 | |||||
property taxes. | |||||
o | Great Plains Energy and consolidated KCP&L´s asset retirement obligation increased $103.7 million and $102.4 million, | ||||
respectively due to adopting SFAS No. 143 on January 1, 2003. | |||||
o | Great Plains Energy and consolidated KCP&L´s accrued nuclear decommissioning costs decreased $64.6 million due to | ||||
KCP&L reclassifying accrued nuclear decommissioning cost to a contra regulatory asset due to the adoption of SFAS | |||||
No. 143 on January 1, 2003, and the effects of the ratemaking process. |
64
Capital Requirements and
Liquidity
Great Plains Energy operates through
its subsidiaries and has no material assets other than the stock of its subsidiaries.
Great Plains Energys ability to make payments on its debt securities and its ability
to pay dividends is dependent on its receipt of dividends from its subsidiaries and
proceeds from the sale of its securities.
Great Plains Energys capital requirements are principally comprised of KCP&Ls utility capital expenditures, KLT Gas capital expenditures, and KCP&Ls pension benefit plan funding requirements discussed below. Additional cash and capital requirements for the companies, including long-term debt requirements, are discussed below.
Great Plains Energys liquid resources at June 30, 2003, included cash flows from operations of subsidiaries, $78.0 million cash and cash equivalents on hand and $231.6 million of unused bank lines of credit. The unused lines consisted of $110.1 million from KCP&Ls short-term bank lines of credit, $29.5 million from Strategic Energys revolving credit facility, and $92.0 million from Great Plains Energys revolving credit facility. See the debt agreements section below for more information on these agreements.
Great Plains Energy and consolidated KCP&L generated positive cash flows from operating activities for the periods presented. The increase in cash flows from operating activities for Great Plains Energy and consolidated KCP&L year to date June 30, 2003, compared to the same period of 2002 is due to increased net income before non-cash expenses and the changes in working capital detailed in Note 3 to the consolidated financial statements. The individual components of working capital vary with normal business cycles and operations. Also, the timing of the Wolf Creek outage affects the refueling outage accrual, deferred income taxes and amortization of nuclear fuel.
Great Plains Energys and consolidated KCP&Ls cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property. Investing activities are offset by the proceeds from the sale of properties and insurance recoveries. Utility capital expenditures and the allowance for borrowed funds used during construction increased $13.4 million year to date June 30, 2003, compared to 2002 primarily due to transmission plant and nuclear fuel additions partially offset by 2002 capital expenditures of $14.7 million related to the January 2002 ice storm and insurance proceeds from Hawthorn No. 5 received in 2003. Additionally, Great Plains Energy received proceeds of $14.9 million as a result of the June confirmation of the restructuring plan of DTI Holdings, Inc., Digital Teleport, Inc., and Digital Teleport of Virginia, Inc. and sale of substantially all of the assets of Digital Teleport, Inc. to a subsidiary of CenturyTel, Inc.
The change in Great Plains Energy and consolidated KCP&Ls cash flows from financing activities reflects the equity infusion of $100.0 million from Great Plains Energy to KCP&L and KCP&Ls subsequent redemption of $104.0 million of medium-term notes. Great Plains Energy essentially funded the infusion with proceeds from its $151.8 million common stock offering in late 2002; however, prior to the infusion, Great Plains Energy used the offering proceeds to repay short-term borrowings in late 2002 and then re-borrowed in early 2003 to make the equity infusion into KCP&L at the time of redemption. An additional $20.0 million of KCP&Ls medium-term notes were retired during the second quarter of 2003. The increase in dividends paid by Great Plains Energy is primarily attributable to the public offering of 6.9 million of common shares in late 2002.
KCP&L expects to meet day-to-day operating requirements including interest payments, construction requirements (excluding new generating capacity) and dividends with internally-generated funds. However, it might not be able to meet these requirements with internally-generated funds because of the effect of inflation on operating expenses, the level of MWh sales, regulatory actions, compliance with future environmental regulations and the availability of generating units. The funds Great Plains
65
Energy and consolidated KCP&L need to retire maturing debt (detailed below) will be provided from operations, the issuance of long and short-term debt and/or the issuance of equity or equity-linked instruments. In addition, the Company may issue debt, equity and/or equity-linked instruments to finance growth or take advantage of new opportunities.
Great Plains Energy filed a registration statement in April 2002 for the issuance of an aggregate amount up to $300 million of any combination of senior debt securities, subordinated debt securities, trust preferred securities, convertible securities, or common stock. The registration statement became effective in November 2002 and Great Plains Energy issued $151.8 million of common stock. The proceeds were used for repayment of debt and general corporate purposes.
As a registered public utility holding company, Great Plains Energy must receive authorization from the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935 (35 Act) to issue equity or debt. Great Plains Energy is currently authorized to issue up to $450.0 million of debt and equity. Great Plains Energy has utilized $423.8 million of this amount as follows: (i) $39.0 million in preferred stock issued in connection with the October 1, 2001, reorganization; (ii) $225.0 million in revolving credit facilities and (iii) $159.8 million in common equity issued in a public offering and in connection with IECs acquisition of an indirect ownership interest in Strategic Energy. Great Plains Energy has filed an application with the SEC seeking authorization to issue an additional $750 million in debt and equity over the $450 million currently authorized and anticipates the SEC will act on the application in 2003.
KCP&L anticipates filing a shelf registration statement for up to $255 million of senior and subordinated debt securities, trust preferred securities and related guarantees in the current year. This will preserve KCP&Ls flexibility to access the capital markets.
In the third quarter of 2003, KCP&L will remarket its 1998 Series C EIRR bonds totaling $50.0 million. The bonds are classified as current liabilities in the June 30, 2003 balance sheet. The bonds were initially issued with a five-year fixed interest rate and a final maturity of 2017.
KCP&L has entered into a revolving agreement, which expires in October 2003, to sell all of its right, title and interest in the majority of its customer accounts receivable to Receivables Company, which in turn sells most of the receivables to outside investors. KCP&L expects the agreement to be renewed annually. See Note 4 to the consolidated financial statements.
Debt Agreements
Great Plains Energy syndicated a $225
million, revolving credit facility with a group of banks in the first quarter of 2003.
This facility replaced a $205 million syndicated facility and a $20 million credit
facility with a bank. The line has a 364-day term but may be extended for an additional
year at the Companys option. The facility contains a MAC clause that requires Great
Plains Energy to represent, prior to receiving funding, that no MAC has occurred. The
clause does, however, permit the Company to access the facility even in the event of a MAC
in order to repay maturing commercial paper. Available liquidity under this facility is
not impacted by a decline in credit ratings unless the downgrade occurs in the context of
a merger, consolidation or sale. A default by Great Plains Energy or any of its
significant subsidiaries of material other indebtedness totaling more than $25.0 million
is a default under this bank line. Under the terms of this agreement, Great Plains Energy
is required to maintain a consolidated indebtedness to consolidated capitalization ratio
not greater than 0.65 to 1.0 at all times and an interest coverage ratio greater than 2.25
to 1.0. At June 30, 2003, the Company was in compliance with these covenants.
Strategic Energy syndicated a secured revolving credit facility for up to $95 million with a group of banks in the second quarter of 2003. This facility is partially guaranteed by Great Plains Energy. The
66
new agreement replaced a $30 million bank line of credit and a $25 million letter of credit facility. The new facility enhances Strategic Energys liquidity including its ability to provide credit support through letters of credit for purchased power and regulatory requirements. The maximum amount available for loans and letters of credit under the facility is the lesser of $95 million or the borrowing base, as defined in the agreement. The borrowing base generally is the sum of certain Strategic Energy accounts receivable and the amount of the Great Plains Energy guarantee which was $25.0 million at June 30, 2003. At June 30, 2003, Strategic Energy had a minimum fixed charge ratio of at least 1.05 to 1.0; however, if the ratio drops below 1.05 to 1.0, Great Plains Energys guarantee amount is required to be increased based on quarterly calculations. At June 30, 2003, $32.4 million in letters of credit had been issued under the agreement, leaving $29.5 million of capacity available for loans and additional letters of credit. In July 2003, to increase the available borrowing base, Great Plains Energy increased its guarantee to $40 million. During July and early August 2003, approximately $25 million in additional letters of credit were issued under the agreement. The line has a 364-day term that may be extended for an additional year by Strategic Energy with mutual agreement of the parties. The facility contains a MAC clause that requires Strategic Energy to represent, prior to receiving funding, that no MAC has occurred. A default by Strategic Energy of other indebtedness, as defined in the facility, totaling more than $5.0 million is a default under facility. Under the terms of this agreement, Strategic Energy is required to maintain a minimum net worth of $30 million and a maximum debt to EBITDA ratio of 2.0 to 1.0. At June 30, 2003, Strategic Energy was in compliance with these covenants.
KCP&Ls primary sources of liquidity are cash flows from operations and bilateral credit lines totaling $130.0 million with six banks (as of June 30, 2003). KCP&L uses these lines to provide support for its issuance of commercial paper. KCP&L had $16.7 million of commercial paper and $3.2 million of notes payable outstanding at June 30, 2003, which were both repaid in July 2003. These bank facilities are each for a 364-day term and mature at various times throughout the year. The facilities can be extended for one year under their term out provisions. KCP&L has MAC clauses in two agreements covering $50.0 million of available bilateral credit lines. These two facilities require KCP&L to represent, prior to receiving funding, that no MAC has occurred. Under one of these agreements totaling $35 million, KCP&L is able to access the facility even in the event of a MAC in order to redeem maturing commercial paper. KCP&Ls available liquidity under these facilities is not impacted by a decline in credit ratings unless the downgrade occurs in the context of a merger, consolidation or sale. A default by KCP&L on other indebtedness is a default under these bank line agreements. Under the terms of certain bank line agreements, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio not greater than 0.65 to 1.0 at all times. At June 30, 2003, KCP&L was in compliance with the covenant.
Under the indenture relating to KCP&Ls 8.3% Junior Subordinated Deferrable Interest Debentures, due 2037 (Debentures), which are held by KCP&L Financing I, KCP&L may not declare or pay any dividends on any shares of its capital stock if at the time (i) there is an event of default (as defined in the indenture), (ii) KCP&L is in default with respect to its payment of any obligations under its guarantee of preferred securities issued by KCP&L Financing I, or (iii) KCP&L has elected to defer payments of interest on the Debentures.
Great Plains Energy has agreements with KLT Investments associated with notes KLT Investments issued to acquire its affordable housing investments. Great Plains Energy has agreed not to take certain actions including, but not limited to, merging, dissolving or causing the dissolution of KLT Investments, or withdrawing amounts from KLT Investments if the withdrawals would result in KLT Investments not being in compliance with minimum net worth and cash balance requirements. The agreements also give KLT Investments lenders the right to have KLT Investments repurchase the notes if Great Plains Energys senior debt rating falls below investment grade, or if Great Plains Energy ceases to own at least 80% of KCP&Ls stock. At June 30, 2003, KLT Investments had $11.2 million in outstanding notes, including current maturities.
67
Pursuant to agreements with the MPSC and the KCC, KCP&L maintains its common equity at not less than 35% of total capitalization. Additionally, Great Plains Energy maintains its consolidated common equity at not less than 30% of total consolidated capitalization.
Pensions
KCP&L maintains defined benefit
plans for substantially all of its employees. The plans are funded on an actuarial basis
to provide assets sufficient to meet the benefit obligation to participants upon their
retirement and to meet the funding requirements of the Employee Retirement Income Security
Act of 1974 (ERISA).
Due to sharp declines in debt and equity returns since the third quarter of 2000, the value of plan assets to satisfy pension plan obligations has decreased significantly. As a result, under the minimum funding requirements of ERISA, contributions have increased accordingly. KCP&L will be required to fund approximately $9.7 million in 2003 ($7.7 million was funded as of June 2003) and $21.3 million in 2004. Contributions of $1.6 million and $1.0 million were made in 2002 and 2001, respectively.
Participants in the plans can elect to receive benefits in either a lump-sum payment or an annuity upon termination of their employment. A change in payment assumptions could result in increased cash requirements from pension plan assets with KCP&L being required to accelerate future funding.
Due to uncertain market conditions and other factors used to estimate future cash requirements, additional funding may be required in future years. Under the terms of the pension plans, KCP&L reserves the right to amend or terminate the plans, and from time to time benefits have changed.
Supplemental Capital
Requirements and Liquidity Information
Great Plains Energys and
consolidated KCP&Ls projected lease obligations have decreased approximately
11-12% for 2003 through 2006. The overall decrease is 6% of the total lease obligations of
both registrants. The decrease is due to the change in the projected cost of the
combustion turbines under the synthetic lease, lower projected interest rates and the
disposition of RSAE in June 2003. These lease obligations exclude a commitment to either
purchase the leased combustion turbines at termination of the construction leasing
agreement for a price equal to amounts expended by the Lessor or sell the turbines on
behalf of the Lessor while guaranteeing to the Lessor a residual value which may be up to
83.21% of the project cost. See Note 6 to the consolidated financial statements for
additional information.
Great Plains Energys other long-term obligations, net increased approximately 22% at June 30, 2003, over the $1,466.3 million level at December 31, 2002, reflecting increases of approximately $200 million, $90 million, $16 million and $15 million in 2004 through 2007, respectively, for new Strategic Energy purchased power contracts. All other contractual cash obligations for Great Plains Energy and consolidated KCP&L were relatively unchanged at June 30, 2003, compared to December 31, 2002.
Guarantees
In the normal course of business,
Great Plains Energy and certain of its subsidiaries enter into various agreements
providing financial or performance assurance to third parties on behalf of certain
subsidiaries. Such agreements include, for example, guarantees and indemnification of
letters of credit and surety bonds. These agreements are entered into primarily to support
or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone
basis, thereby facilitating the extension of sufficient credit to accomplish the
subsidiaries intended business purposes.
As prescribed in FASB Interpretation No. 45, the Company began recording a liability for the fair value of obligations it undertakes for guarantees issued after December 31, 2002. The interpretation does not encompass guarantees of the Companys own future performance, such as Great Plains Energys
68
guarantees to support Strategic Energy power purchases and regulatory requirements. KCP&L began recording an immaterial amount for the fair value of guarantees issued in 2003 for the residual value of vehicles and heavy equipment under an operating lease.
Great Plains Energys total guarantees at June 30, 2003, decreased $32.0 million from the December 31, 2002, total of $241.0 million reflecting the repayment of the RSAE line of credit ($25.0 million at December 31, 2002) and a decrease in the credit support guarantees Great Plains Energy provides on behalf of Strategic Energy for its power purchases and regulatory requirements.
Environmental Matters
KCP&Ls operations are
subject to regulation by federal, state and local authorities with regard to air and other
environmental matters. The generation and transmission of electricity produces and
requires disposal of certain hazardous products which are subject to these laws and
regulations. In addition to imposing continuing compliance obligations, these laws and
regulations authorize the imposition of substantial penalties for noncompliance, including
fines, injunctive relief and other sanctions. Failure to comply with these laws and
regulations could have a material adverse effect on KCP&L.
KCP&L operates in an environmentally responsible manner and seeks to use current technology to avoid and treat contamination. KCP&L regularly conducts environmental audits designed to ensure compliance with governmental regulations and to detect contamination. Governmental bodies, however, may impose additional or more restrictive environmental regulations that could require substantial changes to operations or facilities at a significant cost. See Note 6 to the consolidated financial statements.
Adoption of SFAS No. 149
SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003. The accounting profession is
currently considering differing interpretations of the provisions of this statement
therefore, the effects, if any, on Great Plains Energys and consolidated
KCP&Ls financial condition and results of operations have not yet been
determined.
69
Great Plains Energy and consolidated KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices. Market risks are handled in accordance with established policies, which may include entering into various derivative transactions. In the normal course of business, Great Plains Energy and consolidated KCP&L also face risks that are either non-financial or non-quantifiable. Such risks principally include business, legal, operational and credit risks and are not represented in the following analysis.
Great Plains Energy and consolidated KCP&L interim period disclosures about market risk included in quarterly reports on Form 10-Q address material changes, if any from the most recently filed annual report on Form 10-K. Therefore, interim period disclosures should be read in connection with the quantitative and qualitative disclosures about market risk included in our 2002 combined annual report on Form 10-K. There have been no material changes in Great Plains Energys or consolidated KCP&Ls market risk since December 31, 2002.
Great Plains Energy and KCP&L carried out evaluations, under the supervision and with the participation of each companys management, including the chief executive officer and chief financial officer of those companies and those companies disclosure committee, of the effectiveness of the companies disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon these evaluations, the chief executive officer and chief financial officer of Great Plains Energy and KCP&L have concluded, as of the end of the period covered by this report, that the disclosure controls and procedures of those companies are functioning effectively to provide reasonable assurance that the information required to be disclosed by those companies in the reports that they file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.
There has been no change to Great Plains Energys or KCP&Ls internal control over financial reporting that occurred during the quarterly period ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect, those companies internal control over financial reporting.
70
On December 31, 2001, a subsidiary of KLT Telecom, DTI Holdings, Inc. (Holdings) and its subsidiaries Digital Teleport, Inc. (Digital Teleport) and Digital Teleport of Virginia, Inc. filed separate voluntary petitions in the Bankruptcy Court for the Eastern District of Missouri for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Case Nos. 01-54369-399, 01-54370-399 and 01-54371-399. These cases were consolidated for joint procedural administration. In the Digital Teleport bankruptcy case, KLT Telecom, KLT Inc., KCP&L, Great Plains Energy, Digital Teleport and the Official Unsecured Creditors Committee of Digital Teleport entered into a Settlement Agreement as of December 23, 2002 (Teleport Settlement Agreement). The Teleport Settlement Agreement provides that unsecured creditors will receive up to 90 cents on each dollar of approved claims, and that the remaining estate balance after the payment of administrative expenses and all other claims will be distributed to KLT Telecom. The Teleport Settlement Agreement resolves all material issues and disputes among the parties to that agreement.
In the Holdings bankruptcy case, KLT Telecom, KLT Inc., Great Plains Energy, KCP&L, Holdings, The Bank of New York (as trustee of an indenture, as amended, relating to the senior discount notes issued by Holdings) (Trustee) and three principal noteholders of Holdings (the Noteholders) entered into a Settlement Agreement and Plan Term Sheet as of March 14, 2003 (Holdings Settlement Agreement). The Holdings Settlement Agreement provides, among other things, for the payment by KLT Telecom to the Holdings bankruptcy estate of approximately $13.8 million from the distribution that KLT Telecom will receive under the Teleport Settlement Agreement. The Holdings Settlement Agreement resolves all material issues and disputes that may exist among the parties to that agreement.
The Teleport Settlement Agreement and the Holdings Settlement Agreement provide that all claims and possible causes of action against KLT Telecom, KLT Inc., Great Plains Energy, KCP&L and all other entities currently or previously a member of the Great Plains Energy or KCP&L consolidated tax group are released by the other parties to those two agreements. Further, KLT Telecom received an assignment of any claims those other parties have against any officer or director of Holdings, Digital Teleport or any other person or entity.
The Teleport Settlement Agreement and the Holdings Settlement Agreement are incorporated into a joint Chapter 11 plan dated March 31, 2003 and filed by the three DTI entities. The Chapter 11 plan was confirmed by the Bankruptcy Court on June 11, 2003, and became effective on June 24, 2003. For further information regarding the DTI bankruptcy proceedings, see Note 7 to the consolidated financial statements, which is incorporated by reference.
Great Plains Energys annual meeting of shareholders was held on May 6, 2003. The shareholders elected ten directors and ratified the appointment of Deloitte & Touche LLP as independent auditors.
Election of Directors. Great Plains Energys board of directors consists of ten directors, who are elected annually. The ten persons named below were elected, as proposed in the proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, to serve as directors until Great Plains Energys annual meeting in 2004 and until their successors are elected and qualified.
71
There were over 59,590,000 votes cast in the election of directors. The voting regarding each nominee was as follows:
Votes | |||||||
Nominee | Votes For | Withheld | Total Votes* | ||||
B. J. Beaudoin | 58,720,408 | 841,575 | 59,561,983 | ||||
D. L. Bodde | 58,575,241 | 841,575 | 59,416,816 | ||||
M. A. Ernst | 58,590,689 | 841,575 | 59,432,264 | ||||
R. C. Ferguson, Jr | 58,587,003 | 841,575 | 59,428,578 | ||||
W. K. Hall | 58,702,102 | 841,575 | 59,543,677 | ||||
L. A. Jimenez | 58,729,950 | 841,575 | 59,571,525 | ||||
J. A. Mitchell | 58,749,402 | 841,575 | 59,590,977 | ||||
W. C. Nelson | 58,516,842 | 841,575 | 59,358,417 | ||||
L. H. Talbott | 58,658,167 | 841,575 | 59,499,742 | ||||
R. H. West | 58,514,221 | 841,575 | 59,355,796 |
*No votes were cast against the nominees due to cumulative voting.
Ratification of Independent Auditors Great Plains Energy shareholders ratified the appointment of Deloitte & Touche LLP as independent auditors for 2003. The voting regarding the appointment of auditors was as follows:
Votes | |||||||||
Votes For | Against | Abstentions | Total Votes | ||||||
Deloitte & Touche LLP | 57,511,824 | 1,650,701 | 313,453 | 59,475,978 |
KCP&Ls board of directors consists of ten directors, who are elected annually. Great Plains Energy is KCP&Ls sole shareholder. By a unanimous written consent dated as of May 6, 2003, Great Plains Energy, as the sole shareholder, elected the ten directors of Great Plains Energy as the directors of KCP&L for the ensuing year and until their successors are duly elected and qualified, or until their resignations.
Bernard J. Beaudoin, Chairman, President and Chief Executive Officer of Great Plains Energy and Chairman of the Board and Chief Executive Officer of KCP&L, announced on March 13, 2003, his retirement which will be effective by year-end. A search firm has been engaged to select appropriate candidates as the successor. Until a successor is chosen, Mr. Beaudoin will continue his responsibilities.
On April 1, 2003, Great Plains Energy formed Great Plains Energy Services Incorporated (Services), which provides services at cost to Great Plains Energy and certain of its subsidiaries, including KCP&L, as a service company under the 35 Act. Approximately 400 KCP&L employees were transferred to Services. Great Plains Energy does not anticipate any material financial or operational effects on the Company or KCP&L resulting from the creation of Services and the transfer of KCP&L employees.
72
Great Plains Energy Documents
Exhibit | |||
Number | Description of Document | ||
10.1.a | Credit Agreement, dated as of June 11, 2003, by and among Strategic Energy, L.L.C., the | ||
financial institutions from time to time parties thereto as lenders, and LaSalle Bank National | |||
Association. | |||
10.1.b | Limited Guaranty issued by Great Plains Energy Incorporated, dated as of June 11, 2003, in favor | ||
of the lenders under that certain Credit Agreement, dated as of June 11, 2003, by and among | |||
Strategic Energy, L.L.C., the financial institutions from time to time parties thereto as | |||
lenders, and LaSalle Bank National Association. | |||
10.1.c | Guarantee Amount Amendment Agreement dated July 31, 2003, among Great Plains Energy | ||
Incorporated, Strategic Energy, L.L.C. and LaSalle Bank National Association. | |||
10.1.d | Guaranty issued by Great Plains Energy Incorporated, dated as of June 30, 2003, in favor of El | ||
Paso Merchant Energy, L.P. | |||
10.1.e | First Amendment to Guarantee by and between Great Plains Energy Incorporated and El Paso | ||
Merchant Energy, dated as of July 29, 2003. | |||
10.1.f | Second Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, | ||
L.L.C. dated as of May 9, 2003. | |||
10.1.g | Third Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, | ||
L.L.C. dated as of May 30, 2003. | |||
31.1.a | Rule 13a-14(a)/15d-14(a) Certifications of Bernard J. Beaudoin | ||
31.1.b | Rule 13a-14(a)/15d-14(a) Certifications of Andrea F. Bielsker | ||
32.1 | Section 1350 Certifications |
Kansas City Power & Light Company
Exhibit | |||
Number | Description of Document | ||
31.2.a | Rule 13a-14(a)/15d-14(a) Certifications of Bernard J. Beaudoin | ||
31.2.b | Rule 13a-14(a)/15d-14(a) Certifications of Andrea F. Bielsker | ||
32.2 | Section 1350 Certifications |
73
Great Plains Energy Incorporated
Great Plains Energy Incorporated filed on April 16, 2003, a report on Form 8-K dated April 15, 2003, furnishing a press release regarding pre-earnings release information.
Great Plains Energy Incorporated filed on April 24, 2003, a report on Form 8-K dated April 23, 2003, furnishing a press release regarding 2003 first quarter earnings information and accompanying financials.
Great Plains Energy Incorporated filed on June 25, 2003, a report on Form 8-K dated June 23, 2003, including a press release announcing results from the approval of the joint bankruptcy plan filed by its subsidiaries DTI Holdings, Inc., Digital Teleport, Inc. and Digital Teleport of Virginia, Inc.
Great Plains Energy Incorporated filed on July 1, 2003, a report on Form 8-K dated June 30, 2003, including a press release announcing the divestiture of its interest in residential services provider, R.S. Andrews Enterprises, Inc.
Great Plains Energy Incorporated filed on July 24, 2003, a report on Form 8-K dated July 23, 2003, furnishing a press release announcing 2003 second quarter earnings information and affirming 2003 earnings guidance.
Kansas City Power & Light Company
Kansas City Power & Light Company filed on April 16, 2003, a report on Form 8-K dated April 15, 2003, furnishing a press release regarding pre-earnings release information.
Kansas City Power & Light Company filed on April 24, 2003, a report on Form 8-K dated April 23, 2003, furnishing a press release regarding 2003 first quarter earnings information and accompanying financials.
Kansas City Power & Light Company filed on July 1, 2003, a report on Form 8-K dated June 30, 2003, including a press release announcing the divestiture of its interest in residential services provider, R.S. Andrews Enterprises, Inc.
Kansas City Power & Light Company filed on July 24, 2003, a report on Form 8-K dated July 23, 2003, furnishing a press release announcing 2003 second quarter earnings information and affirming 2003 earnings guidance.
74
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Great Plains Energy Incorporated and Kansas City Power & Light Company have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GREAT PLAINS ENERGY INCORPORATED | |||
---|---|---|---|
Dated: August 13, 2003 | By: /s/Bernard J. Beaudoin | ||
(Bernard J. Beaudoin) | |||
(Chief Executive Officer) | |||
Dated: August 13, 2003 | By: /s/Lori A. Wright | ||
(Lori A. Wright) | |||
(Principal Accounting Officer) |
KANSAS CITY POWER & LIGHT COMPANY | |||
---|---|---|---|
Dated: August 13, 2003 | By: /s/Bernard J. Beaudoin | ||
(Bernard J. Beaudoin) | |||
(Chief Executive Officer) | |||
Dated: August 13, 2003 | By: /s/Lori A. Wright | ||
(Lori A. Wright) | |||
(Principal Accounting Officer) |
75